Common use of Contracts Clause in Contracts

Contracts. (a) Except for this Agreement and except for Contracts filed as exhibits to the Company SEC Documents, as of the date of this Agreement, none of the Company or its Subsidiaries is a party to or bound by any Material Contract, except as set forth in Section 4.12(a) of the Company Disclosure Schedule which contains a complete and accurate list of all Material Contracts to or by which the Company or any of its Subsidiaries is a party as of the date of this Agreement. For all purposes of and under this Agreement, a “Material Contract” shall mean any of the following to which the Company or any of the Subsidiaries of the Company is a party or by which any assets of the Company or any of the Subsidiaries of the Company are bound as of the date of this Agreement. (i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K) required to be filed as an exhibit to the Company SEC Documents, whether or not filed with the SEC, prior to the date of this Agreement; (ii) any Contract that contains (A) any covenant by the Company or any Subsidiary of the Company not to engage in any line of business or to compete with any Person in any line of business, or (B) “most favored nation,” “exclusivity” or similar provisions; (iii) any contract containing any “earn-out” or other similar contingent payment obligations pursuant to which the Company any Subsidiary of the Company has any remaining liability as of the date of this Agreement that could result, in each case, in payments by the Company or any Subsidiary of the Company after the date of the this Agreement (other than contingent payment arrangements entered into in the ordinary course of business); (iv) any Contract that (1) is material to the Company and its Subsidiaries, taken as a whole, and requires the consent of the other party thereto upon a change in control of the Company or (2) would require the Company or any successor thereto to make any material payment to another Person upon consummation of a change in control of the Company; (v) any Contract (A) relating to the disposition or acquisition by the Company or any Subsidiary of the Company of assets whose value, in each case, is in excess of $500,000, (B) pursuant to which the Company or any Subsidiary of the Company will acquire any ownership interest in any other Person or other business enterprise other than any Subsidiary of the Company, or (C) any contract that involves a joint venture, limited liability company or partnership with a third Person; (vi) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other Contracts relating to the borrowing of money or extension of credit, in each case in excess of $500,000, other than (A) accounts receivable and payable in the ordinary course of business, (B) loans to Subsidiaries of the Company in the ordinary course of business, and (C) extensions of credit to customers or from suppliers in the ordinary course of business; (vii) any Contract pursuant to which the Company, Subsidiary of the Company, or any other party thereto has material continuing obligations, rights or interests relating to the research, development, supply, manufacture or marketing of, or collaboration with respect to, any Company product for which the Company or any Subsidiary of the Company is currently engaged in research or development, excluding (A) non-disclosure agreements; (B) agreements with contractors or vendors providing services to the Company or any Subsidiary of the Company, and (C) leases; (viii) any Contract providing for indemnification or guarantee of the obligations of any other Person that would be material to the Company and its Subsidiaries, taken as a whole, other than any such contracts entered into in the ordinary course of business consistent with past practice; (ix) any Contract that provides for the grant of a license, or the development (excluding contracts with employees, consultants and contractors) of any intellectual property of the Company or any Subsidiary of the Company (other than non-exclusive licenses granted to third parties in the ordinary course of business by the Company or any of its Subsidiaries; (x) any Contract with any (x) Governmental Authority or (y) director or officer of the Company or any Subsidiary of the Company or any Affiliate of the Company or holder of 5% or more of the outstanding Shares; (xi) any mortgage, pledge, security agreement, deed of trust or other contract granting a Lien on any material property or assets of the Company or any Subsidiary of the Company; (xii) any Contract that provides for payments by or to the Company or any Subsidiary of the Company in excess of $500,000 per annum, or the delivery by the Company or any Subsidiary of the Company of goods or services with a fair market value in excess in $500,000 per annum, during the remaining term thereof (in each case, based on the Company’s good faith estimate taking into account payments or deliveries, as applicable, during the calendar year 2014); (xiii) any customer, client, supply or vendor Contract that involved consideration payable by or to the Company or any Subsidiary of the Company in fiscal year 2014 in excess of $500,000 or that is reasonably likely to involved consideration payable by or to the Company or any Subsidiary of the Company in fiscal year 2015 in excess of $500,000; and (xiv) any Contract that restricts or otherwise limits the payment of dividends or other distributions on equity securities, prohibits the pledging of the capital stock to the Company or any Subsidiary of the Company or prohibits the issuance of guarantees by any Subsidiary of the Company. (b) Except for Material Contracts that have expired or terminated by their terms, each Material Contract required to be filed as an exhibit to (i) the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 or (ii) any Company SEC Document filed after such Form 10‑K, is valid, in full force and effect and binding upon the Company or the applicable Company Subsidiary, and to the knowledge of the Company, binding upon the other parties thereto in accordance with its terms (except to the extent enforceability may be limited by the effect of applicable bankruptcy, reorganization, insolvency, moratorium or other Laws affecting the enforcement of creditors’ rights generally and the effect of general principles of equity, regardless of whether such enforceability is considered in a proceeding at Law or in equity). The Company and the Company Subsidiaries have not received any claim of a material breach or violation of, or are not in default under any Material Contract, except for defaults which individually or in the aggregate have not resulted in termination of a Material Contract or resulted in a material liability, nor to the knowledge of the Company does any condition exist that with notice or lapse of time or both would constitute a default thereunder, except for defaults which individually or in the aggregate have not resulted in termination of a Material Contract or resulted in a material liability for the Company

Contracts. (a) Except for this Agreement and except for Contracts filed as exhibits to the Company SEC Documents, as of the date of this Agreement, none of the Company or its Subsidiaries is a party to or bound by any Material Contract, except as set Set forth in Section 4.12(a) 3.13 of the Company Disclosure Schedule which contains is a complete and accurate list of (a) all Material Contracts contracts, agreements, commitments, undertakings or obligations to or by which the Company or any of its Subsidiaries is a party as or by which it or its assets or properties are bound or subject which involve the payment by or to the Company or any of its Subsidiaries of more than $50,000 under any one of such contracts and which have a remaining term of more than 120 days (taking into account the effect of any renewal options), (b) all contracts, agreements or other instruments evidencing Indebtedness; (c) all joint venture or partnership agreements to which the Company or any Subsidiary is a party; (d) all contracts or agreements restricting the right of any person or entity to compete with the Company or any Subsidiary, and all contracts or agreements restricting the right of the date Company or any Subsidiary to compete with any person or entity, to sell to or purchase from any person or entity or to hire any person; (e) all contracts or agreements, other than contracts or agreements for the sale of this Agreement. For products in the ordinary course of business, providing for indemnification or exoneration of any other person or entity by the Company or any Subsidiary; (f) all purposes of contracts or agreements with any public utility pursuant to which the Company or any Subsidiary provides goods or services to such public utility; (g) all contracts pursuant to which the Company provides services and under this Agreement, a “Material Contract” shall mean any pursuant to which there is no limitation on the liability of the following Company; and (h) all other contracts, agreements, commitments, undertakings or obligations to which the Company or any of the its Subsidiaries of the Company is a party or by which any it or its assets of the Company or any of the Subsidiaries of the Company properties are bound as of the date of this Agreement. (i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K) required to be filed as an exhibit to the Company SEC Documents, whether or not filed with the SEC, prior to the date of this Agreement; (ii) any Contract that contains (A) any covenant by the Company or any Subsidiary of the Company not to engage in any line of business or to compete with any Person in any line of business, or (B) “most favored nation,” “exclusivity” or similar provisions; (iii) any contract containing any “earn-out” or other similar contingent payment obligations pursuant to which the Company any Subsidiary of the Company has any remaining liability as of the date of this Agreement that could result, in each case, in payments by the Company or any Subsidiary of the Company after the date of the this Agreement subject (other than contingent payment arrangements entered into in the ordinary course of business); Real Property Leases, Personal Property Leases, Employment Agreements and Benefit Plans) (ivx) any Contract that (1) is material which if terminated or lost would have a Material Adverse Effect with respect to the Company and its Subsidiaries, taken as a whole, and requires the consent of the other party thereto upon a change in control of the Company or (2y) would require the Company or any successor thereto to make any material payment to another Person upon consummation of a change in control of the Company; (v) any Contract (A) relating to the disposition or acquisition by the Company or any Subsidiary of the Company of assets whose value, in each case, is in excess of $500,000, (B) pursuant to which the Company or any Subsidiary of the Company will acquire any ownership interest in any other Person or other business enterprise other than any Subsidiary of the Company, or (C) any contract that involves a joint venture, limited liability company or partnership with a third Person; (vi) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other Contracts relating to the borrowing of money or extension of credit, in each case in excess of $500,000, other than (A) accounts receivable and payable in the ordinary course of business, (B) loans to Subsidiaries of the Company in the ordinary course of business, and (C) extensions of credit to customers or from suppliers in the ordinary course of business; (vii) any Contract pursuant to which the Company, Subsidiary of the Company, or any other party thereto has material continuing obligations, rights or interests relating to the research, development, supply, manufacture or marketing of, or collaboration with respect to, any Company product for which the Company or any Subsidiary of the Company is currently engaged in research or development, excluding (A) non-disclosure agreements; (B) agreements with contractors or vendors providing services to the Company or any Subsidiary of the Company, and (C) leases; (viii) any Contract providing for indemnification or guarantee of the obligations of any other Person that would be material to the Company and its Subsidiaries, taken as a whole, other than any such contracts was not entered into in the ordinary course of business consistent with past practice; (ix) any Contract collectively, the "Contracts"). There have been made available to Crane true and complete copies of all such Contracts that provides for the grant of a licenseare in writing (including all amendments thereto, or the development (excluding contracts with employees, consultants and contractors) of any intellectual property if any). Except as set forth in Section 3.13 of the Company or any Subsidiary Disclosure Schedule, all of the Company (other than non-exclusive licenses granted to third parties in the ordinary course of business by the Company or any of its Subsidiaries; (x) any Contract with any (x) Governmental Authority or (y) director or officer of the Company or any Subsidiary of the Company or any Affiliate of the Company or holder of 5% or more of the outstanding Shares; (xi) any mortgage, pledge, security agreement, deed of trust or other contract granting a Lien on any material property or assets of the Company or any Subsidiary of the Company; (xii) any Contract that provides for payments by or to the Company or any Subsidiary of the Company in excess of $500,000 per annum, or the delivery by the Company or any Subsidiary of the Company of goods or services with a fair market value in excess in $500,000 per annum, during the remaining term thereof (in each case, based on the Company’s good faith estimate taking into account payments or deliveries, as applicable, during the calendar year 2014); (xiii) any customer, client, supply or vendor Contract that involved consideration payable by or to the Company or any Subsidiary of the Company in fiscal year 2014 in excess of $500,000 or that is reasonably likely to involved consideration payable by or to the Company or any Subsidiary of the Company in fiscal year 2015 in excess of $500,000; and (xiv) any Contract that restricts or otherwise limits the payment of dividends or other distributions on equity securities, prohibits the pledging of the capital stock to the Company or any Subsidiary of the Company or prohibits the issuance of guarantees by any Subsidiary of the Company. (b) Except for Material Contracts that have expired or terminated by their terms, each Material Contract required to be filed as an exhibit to (i) the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 or (ii) any Company SEC Document filed after such Form 10‑K, is valid, are in full force and effect and binding upon neither the Company or nor any of its Subsidiaries (as the applicable Company Subsidiarycase may be) is in default thereunder, and nor, to the knowledge of the Company, binding upon the is any other parties thereto party to any Contract in accordance with its terms (except default thereunder, nor, to the extent enforceability may be limited by the effect of applicable bankruptcy, reorganization, insolvency, moratorium or other Laws affecting the enforcement of creditors’ rights generally and the effect of general principles of equity, regardless of whether such enforceability is considered in a proceeding at Law or in equity). The Company and the Company Subsidiaries have not received any claim of a material breach or violation of, or are not in default under any Material Contract, except for defaults which individually or in the aggregate have not resulted in termination of a Material Contract or resulted in a material liability, nor to the knowledge best of the Company Company's knowledge, does any condition exist that that, with the giving of notice or lapse of time or both both, would constitute a default thereunder, except for defaults which individually or in default would give rise to a right on the aggregate have not resulted in termination part of a Material some party thereto to terminate such Contract or resulted claim damages thereunder, except such default (i) as to which requisite waivers or consents have been obtained or (ii) which is curable and is cured within the applicable period for cure permitted under such Contract. Except as set forth in a material liability Section 3.10 of the Company Disclosure Schedule, no approval or consent of any person is needed in order for the CompanyContracts to continue in full force and effect under the same terms and conditions currently in effect following the consummation of the transactions contemplated by this Agreement.

Contracts. (a) Except for this Agreement and except for Contracts filed as exhibits to the Company SEC DocumentsAgreement, as of the date of this Agreementhereof, none of the Company or its any of the Company Subsidiaries is a party to or bound by any Material Contract, except as set forth in Section 4.12(a) of the Company Disclosure Schedule which contains a complete and accurate list of all Material Contracts to or by which the Company or any of its Subsidiaries is a party as of the date of this Agreement. For all purposes of and under this Agreement, a “Material Contract” shall mean any of the following to which the Company or any of the Subsidiaries of the Company is a party or by which any assets of the Company or any of the Subsidiaries of the Company are bound as of the date of this Agreement. Contract (i) any that would be required to be filed by the Company as a “material contract” (as such term is defined in pursuant to Item 601(b)(10) of Regulation S-K) required to be filed as an exhibit to K under the Company SEC DocumentsSecurities Act (other than a Benefit Plan), whether or not filed with the SEC, prior to the date of this Agreement; (ii) any Contract that contains (A) any covenant by containing covenants binding upon the Company or any Subsidiary of the Company not to engage in any line Subsidiaries that materially restrict the ability of business or to compete with any Person in any line of business, or (B) “most favored nation,” “exclusivity” or similar provisions; (iii) any contract containing any “earn-out” or other similar contingent payment obligations pursuant to which the Company any Subsidiary of the Company has any remaining liability as of the date of this Agreement that could result, in each case, in payments by the Company or any Subsidiary of the Company after the date of the this Agreement (other than contingent payment arrangements entered into its Affiliates to compete in the ordinary course of business); (iv) any Contract that (1) is material to the Company and its Subsidiaries, taken as a whole, and requires the consent of the other party thereto upon a change business or in control of the Company or (2) would require the Company or any successor thereto to make any material payment to another Person upon consummation of a change in control of the Company; (v) any Contract (A) relating to the disposition or acquisition by the Company or any Subsidiary of the Company of assets whose value, in each case, is in excess of $500,000geographic area, (Biii) pursuant with respect to which the Company or any Subsidiary of the Company will acquire any ownership interest in any other Person or other business enterprise other than any Subsidiary of the Company, or (C) any contract that involves a joint venture, limited liability company or partnership with a third Person; (vi) any mortgages, indentures, guarantees, loans or credit agreements, security agreements agreement or other Contracts relating similar agreement or arrangement, or to the borrowing formation, creation or operation, management or control of money any partnership or extension of creditjoint venture, in each case in excess of $500,000case, other than (A) accounts receivable and payable in the ordinary course of business, (B) loans to Subsidiaries with any Person who is not an Affiliate of the Company in the ordinary course of business, and (C) extensions of credit to customers or from suppliers in the ordinary course of business; (vii) any Contract pursuant to which the Company, Subsidiary of the Company, or any other party thereto has material continuing obligations, rights or interests relating to the research, development, supply, manufacture or marketing of, or collaboration with respect to, any Company product for which the Company or any Subsidiary of the Company arrangement is currently engaged in research or development, excluding (A) non-disclosure agreements; (B) agreements with contractors or vendors providing services to the Company or any Subsidiary of the Company, and (C) leases; (viii) any Contract providing for indemnification or guarantee of the obligations of any other Person that would be material to the Company and its the Company Subsidiaries, taken as a whole, other than any such contracts entered into (iv) that limits or prohibits the payment of dividends or distributions in respect of the ordinary course of business consistent with past practice; (ix) any Contract that provides for the grant of a license, or the development (excluding contracts with employees, consultants and contractors) of any intellectual property capital stock of the Company or any Subsidiary of the Company (other than non-exclusive licenses granted to third parties in Subsidiaries, prohibits the ordinary course pledging of business by capital stock of the Company or any of its Subsidiaries; (x) any Contract with any (x) Governmental Authority or (y) director or officer of the Company or any Subsidiary of the Company or any Affiliate of the Company or holder of 5% or more of the outstanding Shares; (xi) any mortgage, pledge, security agreement, deed of trust or other contract granting a Lien on any material property or assets of the Company or any Subsidiary of the Company; (xii) any Contract that provides for payments by or to the Company or any Subsidiary of the Company in excess of $500,000 per annum, or the delivery by the Company or any Subsidiary of the Company of goods or services with a fair market value in excess in $500,000 per annum, during the remaining term thereof (in each case, based on the Company’s good faith estimate taking into account payments or deliveries, as applicable, during the calendar year 2014); (xiii) any customer, client, supply or vendor Contract that involved consideration payable by or to the Company or any Subsidiary of the Company in fiscal year 2014 in excess of $500,000 or that is reasonably likely to involved consideration payable by or to the Company or any Subsidiary of the Company in fiscal year 2015 in excess of $500,000; and (xiv) any Contract that restricts or otherwise limits the payment of dividends or other distributions on equity securities, prohibits the pledging of the capital stock to the Company or any Subsidiary of the Company Subsidiaries or prohibits the issuance of guarantees by the Company or any Subsidiary of the Company Subsidiaries (other than pursuant to applicable Law or Order), (v) which provides for any guarantee of third party obligations, other than any guarantees by the Company of the Company Subsidiaries’ obligations or guarantees by the Company Subsidiaries of the Company’s obligations, (vi) which relates to an acquisition, divestiture, merger or similar transaction and which contains representations, covenants, indemnities or other obligations (including indemnification, “earn-out” or other contingent obligations) that are still in effect (other than this Agreement and confidentiality agreements in connection with any potential acquisition, divestiture, merger or similar transaction), or (vii) which provides for payments to be made to a third party by the Company or any of the Company Subsidiaries upon a change in control of any of them, including the Merger, except in the case of clauses (i) through (vi) for any (A) such Contract that may be cancelled without material penalty by the Company or any of the Company Subsidiaries upon notice of thirty (30) days or less and (B) information technology Contracts. Each such Contract described in clauses (i) through (vii) is referred to herein as a “Material Contract.” (b) Except for Each Material Contracts that have expired Contract is valid and binding on the Company or terminated by their termsthe Company Subsidiaries, as the case may be, and, to the Knowledge of the Company, each Material Contract required other party thereto, and is in full force and effect, except for such failures to be filed as an exhibit valid and binding or to (i) the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 or (ii) any Company SEC Document filed after such Form 10‑K, is valid, be in full force and effect and binding upon as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. There is no breach or default under any Material Contracts by the Company or the applicable Company SubsidiarySubsidiaries and no event has occurred that, and to with the knowledge lapse of time or the Companygiving of notice or both, binding upon the other parties thereto in accordance with its terms (except to the extent enforceability may be limited would constitute a breach or default thereunder by the effect of applicable bankruptcy, reorganization, insolvency, moratorium Company or other Laws affecting the enforcement of creditors’ rights generally and the effect of general principles of equity, regardless of whether such enforceability is considered in a proceeding at Law or in equity). The Company and the Company Subsidiaries have not received any claim of a material breach or violation ofSubsidiaries, or are not in default under any Material Contracteach case except as would not, except for defaults which individually or in the aggregate aggregate, reasonably be expected to have not resulted in termination of a Material Contract or resulted in a material liability, nor to the knowledge of the Company does any condition exist that with notice or lapse of time or both would constitute a default thereunder, except for defaults which individually or in the aggregate have not resulted in termination of a Material Contract or resulted in a material liability for the CompanyAdverse Effect.

Contracts. (a) Except for this Agreement and except for Contracts filed as exhibits to Agreement, Section 4.08(a) of the Company SEC Documents▇▇▇ Disclosure Letter sets forth a list, as of the date of this Agreement, none of the Company all Contracts (except for any ▇▇▇ Insurance Contract, ▇▇▇ Reinsurance Contract, ▇▇▇ Benefit Plan or STFC Benefit Plan) to which ▇▇▇ or any of its Subsidiaries Subsidiaries, as applicable, is a party to or bound by any that meets the following criteria (each, a “▇▇▇ Material Contract, except as set forth in Section 4.12(a”): (i) (A) containing covenants that purport to materially restrict the ability of the Company Disclosure Schedule which contains a complete and accurate list of all Material Contracts to or by which the Company ▇▇▇ or any of its Subsidiaries is a party as of or, at or after the date of this Agreement. For all purposes of and under this AgreementClosing, a “Material Contract” shall mean any of the following to which the Company LMHC or any of the its Subsidiaries of the Company is a party or by which any assets of the Company or any of the Subsidiaries of the Company are bound as of the date of this Agreement. from (i1) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K) required to be filed as an exhibit to the Company SEC Documents, whether or not filed with the SEC, prior to the date of this Agreement; (ii) any Contract that contains (A) any covenant by the Company or any Subsidiary of the Company not to engage engaging in any line of business or to compete competing in any business with any Person or in any line of businessgeographic area, (2) operating its business in any manner or (B) “most favored nation,” “exclusivity” or similar provisions; (iii) any contract containing any “earn-out” or other similar contingent payment obligations pursuant to which the Company any Subsidiary of the Company has any remaining liability as of the date of this Agreement that could resultlocation, in each case, in payments by the Company or any Subsidiary of the Company after the date of the this Agreement (other than contingent payment arrangements entered into in the ordinary course of business); (iv) any Contract that (1) is material with respect to the Company and its Subsidiaries, taken as a whole, and requires the consent of the other party thereto upon a change in control of the Company soliciting or hiring employees or (23) acquiring assets or securities of another Person (whether through a standstill or otherwise), (B) provides for the granting of “most favored nation” pricing or exclusive rights to any Person or (C) would require the Company or any successor thereto to make disposition of any material payment to another Person upon consummation assets or line of a change in control business of the Company; (v) any Contract (A) relating to the disposition ▇▇▇ or its Subsidiaries or acquisition by the Company or any Subsidiary of the Company of assets whose value, in each case, is in excess of $500,000, (B) pursuant to which the Company or any Subsidiary of the Company will acquire any ownership interest in any other Person or other business enterprise other than any Subsidiary of the Company, or (C) any contract that involves a joint venture, limited liability company or partnership with a third Person; (vi) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other Contracts relating to the borrowing of money or extension of credit, in each case in excess of $500,000, other than (A) accounts receivable and payable in the ordinary course of business, (B) loans to Subsidiaries of the Company in the ordinary course of business, and (C) extensions of credit to customers or from suppliers in the ordinary course of business; (vii) any Contract pursuant to which the Company, Subsidiary of the Company, or any other party thereto has material continuing obligations, rights or interests relating to the research, development, supply, manufacture or marketing of, or collaboration with respect to, any Company product for which the Company or any Subsidiary of the Company is currently engaged in research or development, excluding (A) non-disclosure agreements; (B) agreements with contractors or vendors providing services to the Company or any Subsidiary of the Company, and (C) leases; (viii) any Contract providing for indemnification or guarantee of the obligations of any other Person that would be material to the Company and its Subsidiaries, taken as a whole, other than any such contracts entered into in the ordinary course assets or line of business consistent with past practice; (ix) any Contract that provides for the grant of a license, or the development (excluding contracts with employees, consultants and contractors) of any intellectual property of Person or, at or after the Company or any Subsidiary of the Company (other than non-exclusive licenses granted to third parties in the ordinary course of business by the Company Closing, LMHC or any of its Subsidiaries; (xii) with respect to any partnership, joint venture or other similar agreement or arrangement relating to the formation, creation, operation, management or control of any partnership or joint venture material to ▇▇▇ or any of its Subsidiaries, except for any such Contract solely between ▇▇▇ and its wholly-owned Subsidiaries or solely among SAM’s wholly-owned Subsidiaries; (iii) that evidences the creation, incurrence, assumption or guarantee of Indebtedness of ▇▇▇ or any of its Subsidiaries in excess of $7,500,000, other than any Indebtedness between or among any of ▇▇▇ and any of its wholly-owned Subsidiaries; (iv) limiting or prohibiting (or purporting to limit or prohibit) the declaration of or payment of dividends or distributions to the ▇▇▇ Members or in respect of the capital stock or other equity securities of any of the Subsidiaries of ▇▇▇, prohibiting the pledging of any capital stock or other equity securities of any of the Subsidiaries of ▇▇▇ or prohibiting the issuance of guarantees by ▇▇▇ or any of its Subsidiaries (other than pursuant to applicable Law); (v) pursuant to which ▇▇▇ or any of its Subsidiaries (A) licenses any material Intellectual Property from any non-Affiliated Person (other than licenses for open source or off-the-shelf software pursuant to “click-wrap” or “shrink-wrap” agreements), (B) licenses any material Intellectual Property to any non-Affiliated Person or (C) is limited in its own use or enforcement of any Intellectual Property owned by ▇▇▇ or its Subsidiaries; (vi) any Contract the principal purpose of which is to indemnify any current or former ▇▇▇ Member in respect of any potential Tax Liabilities; (vii) any collective bargaining agreement or any other labor-related agreement or arrangement with any labor union, trade union, labor organization or other employee representative body; (viii) relating to an acquisition, disposition or divestiture of any business or any assets that constitute a business or business unit or division of another Person (whether by merger, sale of stock, sale of assets or otherwise) and which contains representations, covenants, material indemnities or other material obligations (including material indemnification, “earn-out” or other contingent obligations) that are still in effect (other than this Agreement and confidentiality agreements in connection with any potential acquisition, divestiture, merger or similar transaction); (ix) evidencing derivatives, financial or commodity hedging or similar trading activities, including any interest rate or currency swaps or similar Contract to which ▇▇▇ or any of its Subsidiaries is a party; (x) Governmental Authority containing a put, call, right of first refusal, right of first offer or (y) director similar right or officer of the Company obligation pursuant to which ▇▇▇ or any Subsidiary of the Company its Subsidiaries would be required to purchase or sell, as applicable, all or any Affiliate substantial part of the Company any material assets, rights or holder properties of 5% ▇▇▇ or more any of the outstanding Sharesits Subsidiaries; (xi) that restricts the ability of ▇▇▇ or any of its Subsidiaries to declare, set aside or pay any dividends on, or make any other distributions (whether in cash, stock, property or any combination thereof) in respect of, any of its capital stock, other equity or voting interests; (xii) with respect to any voting agreement, voting trust, shareholder agreement or registration rights agreement, other than in connection with ▇▇▇ Investment Assets; (xiii) containing a mortgage, pledge, security agreement, deed of trust or similar Lien (other contract granting a Lien than any Permitted Lien) on any material property or assets of the Company or any Subsidiary of the Companymaterial to ▇▇▇ and its Subsidiaries (taken as a whole); (xiixiv) requiring any Contract that provides for payments by capital commitment or capital expenditures (including any series of related expenditures) or pursuant to which ▇▇▇ or any of its Subsidiaries, individually or collectively, have any obligations (including with respect to the Company purchase or any Subsidiary sale of the Company materials, supplies, goods, equipment or other assets), in each case, in excess of $500,000 2,000,000 per annum, year or in the delivery by the Company or any Subsidiary of the Company of goods or services with a fair market value in excess in $500,000 per annum, during the remaining term thereof next twelve (in each case, based on the Company’s good faith estimate taking into account payments or deliveries, as applicable, during the calendar year 2014)12) months; (xiiixv) that are ▇▇▇ Leases; (xvi) that provides for any customerguarantee of third-party obligations, clientother than any guarantees by ▇▇▇ of its Subsidiaries’ obligations or guarantees by SAM’s Subsidiaries of SAM’s obligations; (xvii) with any Governmental Authority, supply other than any non-disclosure or vendor similar Contract or Policy entered into in the ordinary course of business; (xviii) providing for any settlement of any Action (other than ordinary course claims made under ▇▇▇ Insurance Contracts within applicable policy limits) that involved consideration payable by (A) imposes material future limitations on the operation of ▇▇▇ and its Subsidiaries or to the Company or any Subsidiary of the Company in fiscal year 2014 (B) involves (x) payments after December 31, 2020, in excess of $500,000 5,000,000 or (y) monitoring or reporting obligations to any other Person; or (xix) that is reasonably likely to involved consideration payable provides for the “sale” (as defined in the California Consumer Privacy Act) of Personal Data Processed by or to the Company ▇▇▇ or any Subsidiary of the Company in fiscal year 2015 in excess of $500,000; and (xiv) any Contract that restricts or otherwise limits the payment of dividends or other distributions on equity securities, prohibits the pledging of the capital stock to the Company or any Subsidiary of the Company or prohibits the issuance of guarantees by any Subsidiary of the Companyits Subsidiaries. (b) Except for Material Contracts that have expired Assuming the due authorization, execution and delivery thereof by the other party or terminated by their termsparties thereto, each Material Contract required to be filed as an exhibit to (i) each ▇▇▇ Material Contract is a valid and binding obligation of ▇▇▇ and any of its Subsidiaries party thereto and, to the Company’s Annual Report on Form 10-K for Knowledge of ▇▇▇, each other party or parties thereto, in accordance with its terms and is in full force and effect, subject to the year ended December 31Bankruptcy and Equity Exception, 2014 or (ii) as of the date hereof, each ▇▇▇ Material Contract is in full force and effect, (iii) ▇▇▇ and any Company SEC Document filed after applicable Subsidiary of ▇▇▇ is not and, to the Knowledge of ▇▇▇, as of the date hereof, no other party thereto is in default in the performance, observation or fulfillment of any obligation, covenant or condition contained in each ▇▇▇ Material Contract and (iv) no event has occurred that, with or without notice, lapse of time or both, would constitute a default by ▇▇▇ or any of its Subsidiaries, or to the Knowledge of ▇▇▇, as of the date hereof, by any other party thereto, under any ▇▇▇ Material Contract, except, with respect to each of the foregoing clauses (i), (ii), (iii) and (iv) where such Form 10‑K, is valid, failures to be valid and binding and in full force and effect and binding upon the Company or the applicable Company Subsidiarydefaults would not, and to the knowledge of the Company, binding upon the other parties thereto in accordance with its terms (except to the extent enforceability may be limited by the effect of applicable bankruptcy, reorganization, insolvency, moratorium or other Laws affecting the enforcement of creditors’ rights generally and the effect of general principles of equity, regardless of whether such enforceability is considered in a proceeding at Law or in equity). The Company and the Company Subsidiaries have not received any claim of a material breach or violation of, or are not in default under any Material Contract, except for defaults which individually or in the aggregate aggregate, have not resulted in termination a ▇▇▇ Material Adverse Effect. ▇▇▇ has made available to LMHC a copy of a each ▇▇▇ Material Contract or resulted in a material liability, nor to the knowledge of the Company does any condition exist that with notice or lapse of time or both would constitute a default thereunder, except for defaults which individually or in the aggregate have not resulted in termination of a Material Contract or resulted in a material liability for the CompanyContract.

Contracts. (a) Except for this Agreement and except for Contracts as filed as exhibits to the Company SEC DocumentsDocuments filed prior to the date hereof, or as disclosed in Section 3.13 of the Company Disclosure Schedule, there is no Company Agreement relating to the ADS Business, the Acquired Assets or the Retained Liabilities (a) any of the benefits to any party of which will be increased, or the vesting of the benefits to any party of which will be accelerated, by the occurrence of any of the Transactions or the value of any of the benefits to any party of which will be calculated on the basis of any of the Transactions (except as disclosed pursuant to Section 3.11) or (b) which, as of the date of this Agreementhereof, none of the Company or its Subsidiaries is a party to or bound by any Material Contract, except as set forth in Section 4.12(a) of the Company Disclosure Schedule which contains a complete and accurate list of all Material Contracts to or by which the Company or any of its Subsidiaries is a party as of the date of this Agreement. For all purposes of and under this Agreement, a “Material Contract” shall mean any of the following to which the Company or any of the Subsidiaries of the Company is a party or by which any assets of the Company or any of the Subsidiaries of the Company are bound as of the date of this Agreement. (i) any is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K) required to be filed as an exhibit to the Company SEC Documents, whether or not filed with K of the SEC), prior to the date of this Agreement; (ii) any Contract that contains (A) any covenant by the Company or any Subsidiary involves aggregate expenditures in excess of the Company not to engage in any line of business or to compete with any Person in any line of business$50,000 per annum, or (B) “most favored nation,” “exclusivity” or similar provisions; (iii) any contract containing any “earn-out” or other similar contingent payment obligations pursuant to which the Company any Subsidiary involves aggregate expenditures in excess of the Company has any remaining liability as of the date of this Agreement that could result, in each case, in payments by the Company or any Subsidiary of the Company after the date of the this Agreement (other than contingent payment arrangements $50,000 and was not entered into in the ordinary course of business); , (iv) any Contract that (1) is material contains “take or pay” provisions applicable to the Company and its Subsidiaries, taken as a whole, and requires the consent of the other party thereto upon a change in control of the Company or (2) would require the Company or any successor thereto Company Subsidiary, (v) contains any non-compete or exclusivity provisions with respect to make any material payment line of business or geographic area with respect to another Person upon consummation of a change in control the Company, any Company Subsidiary or any of the Company; (v) ’s current or future affiliates, or which restricts the conduct of any Contract (A) relating to the disposition or acquisition line of business by the Company or Company, any Subsidiary of the Company of assets whose value, in each case, is in excess of $500,000, (B) pursuant to which the Company or any Subsidiary of the Company will acquire any ownership interest in any other Person or other business enterprise other than any Subsidiary of the Company’s current or future affiliates, any Company Subsidiary or (C) any contract that involves a joint venturegeographic area in which the Company, limited liability company any Company Subsidiary or partnership with a third Person; (vi) any mortgages, indentures, guarantees, loans of the Company’s current or credit agreements, security agreements or other Contracts relating to the borrowing of money or extension of creditfuture affiliates may conduct business, in each case in excess of $500,000, other than (A) accounts receivable and payable in the ordinary course of businessany respect, (Bvi) loans would reasonably be expected to Subsidiaries prohibit or materially delay the consummation of the Offer, the Merger or any of the other Transactions or (vii) is necessary for the conduct of the ADS Business as currently conducted but constitutes an Excluded Asset. Each contract of the type described in this Section 3.13, whether or not set forth in Section 3.13 of the Company in the ordinary course of businessDisclosure Schedule, and (C) extensions of credit is referred to customers or from suppliers in the ordinary course of business; (vii) any Contract pursuant to which the Company, Subsidiary of the Company, or any other party thereto has material continuing obligations, rights or interests herein as a “Company Material Contract”. Each Company Agreement relating to the researchADS Business, development, supply, manufacture the Acquired Assets or marketing of, or collaboration with respect to, any Company product for which the Company or any Subsidiary of the Company Retained Liabilities is currently engaged in research or development, excluding (A) non-disclosure agreements; (B) agreements with contractors or vendors providing services to the Company or any Subsidiary of the Company, valid and (C) leases; (viii) any Contract providing for indemnification or guarantee of the obligations of any other Person that would be material to binding on the Company and its Subsidiarieseach Company Subsidiary party thereto and, taken to the Company’s knowledge, each other party thereto, as a wholeapplicable, and in full force and effect, and the Company and each Company Subsidiary has performed all obligations required to be performed by it under each such Company Agreement and, to the Company’s knowledge, each other than any party to each such contracts entered into Company Agreement has performed all obligations required to be performed by it under such Company Agreement, except as would not, or would not be reasonably expected to, individually or in the ordinary course aggregate, (1) prohibit or materially delay the consummation of business consistent with past practice; the Offer, the Merger or any of the other Transactions, (ix2) any Contract that provides for otherwise prevent or materially delay performance by the grant of a license, or the development (excluding contracts with employees, consultants and contractors) Company of any intellectual property of its material obligations under this Agreement or (3) result in a Company Material Adverse Effect. None of the Company or any Company Subsidiary of the Company knows of, or has received notice of, any violation or default under (other than non-exclusive licenses granted to third parties in the ordinary course of business by the Company or any condition which with the passage of its Subsidiaries; (x) any Contract with any (x) Governmental Authority or (y) director or officer of the Company or any Subsidiary of the Company or any Affiliate of the Company or holder of 5% or more of the outstanding Shares; (xi) any mortgage, pledge, security agreement, deed of trust or other contract granting a Lien on any material property or assets of the Company or any Subsidiary of the Company; (xii) any Contract that provides for payments by or to the Company or any Subsidiary of the Company in excess of $500,000 per annum, time or the delivery by the Company giving of notice would cause such a violation of or any Subsidiary of the Company of goods or services with a fair market value in excess in $500,000 per annum, during the remaining term thereof (in each case, based on the Company’s good faith estimate taking into account payments or deliveries, as applicable, during the calendar year 2014); (xiii) any customer, client, supply or vendor Contract that involved consideration payable by or to the Company or any Subsidiary of the Company in fiscal year 2014 in excess of $500,000 or that is reasonably likely to involved consideration payable by or to the Company or any Subsidiary of the Company in fiscal year 2015 in excess of $500,000; and (xiv) any Contract that restricts or otherwise limits the payment of dividends or other distributions on equity securities, prohibits the pledging of the capital stock to the Company or any Subsidiary of the Company or prohibits the issuance of guarantees by any Subsidiary of the Company. (b) Except for Material Contracts that have expired or terminated by their terms, each Material Contract required to be filed as an exhibit to (i) the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 or (iidefault under) any Company SEC Document filed after such Form 10‑KAgreement relating to the ADS Business, is valid, in full force and effect and binding upon the Company Acquired Assets or the applicable Company Subsidiary, and to the knowledge of the Company, binding upon the other parties thereto in accordance with its terms (Retained Liabilities except to the extent enforceability may be limited by the effect of applicable bankruptcy, reorganization, insolvency, moratorium for violations or other Laws affecting the enforcement of creditors’ rights generally and the effect of general principles of equity, regardless of whether such enforceability is considered in a proceeding at Law or in equity). The Company and the Company Subsidiaries have not received any claim of a material breach or violation ofdefaults that would not, or are would not in default under any Material Contractbe reasonably expected to, except for defaults which individually or in the aggregate have not resulted in termination aggregate, (1) prohibit or materially delay consummation of a Material Contract the Offer, the Merger or resulted any of the other Transactions, (2) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or (3) result in a material liability, nor Company Material Adverse Effect. The Company has delivered to the knowledge Purchaser or provided to the Purchaser for review, prior to the execution of this Agreement, true, complete and correct copies of all of the Company does any condition exist that with notice Material Contracts or lapse other Company Agreements relating to the ADS Business, the Acquired Assets or the Retained Liabilities required to be disclosed in Section 3.13 of time the Company Disclosure Schedule, which are not filed as exhibits to the Company SEC Documents and the Company Material Contracts or both would constitute a default thereunderother Company Agreements required to be disclosed in Section 3.13 of the Company Disclosure Schedule filed as exhibits to the Company SEC Documents are true, except for defaults which individually or in the aggregate have not resulted in termination complete and correct copies of a Material Contract or resulted in a material liability for the Companysuch contracts.

Contracts. (a) Except for this Agreement and except for Contracts filed as exhibits to the Company SEC Documents, as of the date of this Agreement, none of the Company or its Subsidiaries is a party to or bound by any Material Contract, except as set forth in Section 4.12(aSchedule 4.08(a) of the Company Disclosure Schedule which contains a complete and accurate list Schedules sets forth, by reference to the applicable subsection of this Section 4.08(a), all Material of the following Contracts to or which a Seller is a party, by which the Company a Seller or any of its Subsidiaries is assets or properties are bound, or in respect of which a party as of the date of this Agreement. For all purposes of and under this AgreementSeller receives revenue (each, a “Material Contract” shall mean any of the following to which the Company or any of the Subsidiaries of the Company is a party or by which any assets of the Company or any of the Subsidiaries of the Company are bound as of the date of this Agreement.”): (i) any “material contract” Contract (as such term is defined A) with any Top Vendor, or (B) providing for payments (whether fixed, contingent or otherwise) by or to a Seller in Item 601(b)(10) an aggregate amount of Regulation S-K) required to be filed as an exhibit to the Company SEC Documents, whether $15,000 or not filed with the SEC, prior to the date of this Agreementmore; (ii) any Contract that contains (A) any covenant by the Company relating to a partnership, joint venture, joint marketing, joint development or any Subsidiary of the Company not to engage in any line of business or to compete similar joint arrangement with any Person in any line of business, or (B) “most favored nation,” “exclusivity” or similar provisionsPerson; (iii) any contract containing any “earn-out” employment agreement or other similar contingent Contract for or relating to a Seller’s employment or engagement of any manager, officer, Employee or independent contractor, and any other Contract with a Seller’s managers, officers, Employees or independent contractors, including any Contract requiring a Seller to make a payment obligations pursuant to which any manager, officer, Employee or independent contractor in connection with the Company any Subsidiary of the Company has any remaining liability as of the date of transactions contemplated by this Agreement that could result, in each case, in payments by or the Company or any Subsidiary of the Company after the date of the this Agreement (other than contingent payment arrangements entered into in the ordinary course of business)documents contemplated hereby; (iv) any Contract that (1) is material to the Company and its Subsidiariesprovides for, taken as a wholeor relates to, and requires the consent of the other party thereto upon a change in control of the Company or (2) would require the Company or any successor thereto to make any material payment to another Person upon consummation of a change in control of the CompanyIndebtedness; (v) any Contract that restricts a Seller from (A) relating to the disposition or acquisition by the Company or engaging in any Subsidiary aspect of the Company of assets whose value, in each case, is in excess of $500,000Business, (B) pursuant to which the Company participating or any Subsidiary of the Company will acquire any ownership interest competing in any other Person line of business, market or other business enterprise other than any Subsidiary of the Companygeographic area, or (C) freely setting prices for its products (including most favored customer pricing provisions), (D) soliciting potential employees, consultants, contractors, suppliers or customers or (E) enforcing or using any contract that involves Intellectual Property owned or purported to be owned by a joint venture, limited liability company or partnership with a third PersonSeller; (vi) any mortgagesContract under which a Seller grants any exclusive rights (including any exclusive Intellectual Property licenses), indentures, guarantees, loans rights of first refusal or credit agreements, security agreements or other Contracts relating rights of first negotiation to the borrowing of money or extension of credit, in each case in excess of $500,000, other than (A) accounts receivable and payable in the ordinary course of business, (B) loans to Subsidiaries of the Company in the ordinary course of business, and (C) extensions of credit to customers or from suppliers in the ordinary course of businessany Person; (vii) any Contract pursuant containing a “requirements” provision or other provision obligating a Seller to which the Company, Subsidiary purchase or obtain a minimum or specified amount of the Company, any product or service from any other party thereto has material continuing obligations, rights or interests relating to the research, development, supply, manufacture or marketing of, or collaboration with respect to, any Company product for which the Company or any Subsidiary of the Company is currently engaged in research or development, excluding (A) non-disclosure agreements; (B) agreements with contractors or vendors providing services to the Company or any Subsidiary of the Company, and (C) leasesPerson; (viii) any Contract providing for indemnification that, following Closing, would or guarantee would purport to: (A) require the Business to grant any Intellectual Property license; (B) restrict Buyer from engaging in any of the obligations activities described in Section 4.08(a)(vi); or (C) require Buyer to grant or be bound by any exclusive rights, rights of first refusal or rights of first negotiation to any Person; (ix) any Contract with any labor union, employee association or any collective bargaining agreement or similar Contract with Employees; (x) any settlement agreement entered into since the date that is five (5) years from the date of this Agreement (including any agreement under which any employment-related claim is settled); (A) any Contract that includes an obligation by a Seller to indemnify any other Person against any claim of infringement, misappropriation, misuse, dilution or violation of any Intellectual Property, and (B) any Contract of guarantee, support, indemnification, assumption or endorsement of, or any similar commitment with respect to, the Liabilities or Indebtedness of any other Person; (xii) other than routine employment-related Contracts, any Contract with a Related Person that would be material of a Seller or, to the Company and its Subsidiariesknowledge of Sellers, taken as a whole, other than Family Member of any such contracts entered into Related Person; (xiii) any Contract pursuant to which a Seller has acquired a business or entity, or substantially all of the assets of a business or entity, whether by way of merger, consolidation, purchase of equity interests, purchase of assets, license or otherwise; (xiv) any Contract that involves (A) the sharing of profits with other Persons or (B) the payment of royalties to any other Person; (xv) any Contract that contains an earn-out or other contingent payment or obligation (which contingent payment or obligation is not related to a warranty or rights of indemnification granted by a Seller in the ordinary course of business consistent with past practice); (ix) any Contract that provides for the grant of a license, or the development (excluding contracts with employees, consultants and contractors) of any intellectual property of the Company or any Subsidiary of the Company (other than non-exclusive licenses granted to third parties in the ordinary course of business by the Company or any of its Subsidiaries; (xxvi) any Contract with any (x) Governmental Authority Authority, any prime contractor, higher-tier subcontractor or (y) director reseller to a Governmental Authority, or officer of the Company university, college or any Subsidiary of the Company or any Affiliate of the Company or holder of 5% or more of the outstanding Sharesother post-secondary educational institution; (xixvii) any mortgage, pledge, security agreement, deed of trust Contract with a payment network or other contract granting a Lien on any material property or assets of the Company or any Subsidiary of the Companyprocessor; (xiixviii) any Contract that (A) provides for payments the creation or development of any Intellectual Property by or to the Company or Sellers for any Subsidiary of the Company in excess of $500,000 per annumother Person, or provides for the delivery assignment, sale or other transfer of any interest in Intellectual Property by a Seller to any other Person; (B) provides for the creation of development of any Intellectual Property for a Seller by any other Person, or provides for the assignment, sale or other transfer of any interest in Intellectual Property to a Seller from any other Person (C) includes any grant by a Seller to any other Person of a license, permission or right to use any Company IP; (D) includes any grant by any other Person to a Seller of a license, permission or right to use any Subsidiary of the Company of goods Intellectual Property (other than licenses for Off-the-Shelf Software); or services with (E) restricts, limits or places any conditions on a fair market value in excess in $500,000 per annumSeller’s ability to use, during the remaining term thereof (in each caseenforce or otherwise exploit any Intellectual Property owned or purported to be owned by a Seller, based on the Company’s good faith estimate taking into account payments or deliveries, as applicable, during the calendar year 2014); (xiii) including any customer, client, supply or vendor Contract that involved consideration payable by or coexistence agreements and covenants not to the Company or any Subsidiary of the Company in fiscal year 2014 in excess of $500,000 or that is reasonably likely to involved consideration payable by or to the Company or any Subsidiary of the Company in fiscal year 2015 in excess of $500,000sue; and (xivxix) any other Contract that restricts is material to a Seller, the Business or otherwise limits the payment of dividends their respective operations, financial condition, properties or other distributions on equity securities, prohibits the pledging of the capital stock to the Company or any Subsidiary of the Company or prohibits the issuance of guarantees by any Subsidiary of the Companyassets. (b) Except for Material Contracts that have expired or terminated by their terms, each Each Material Contract required to be filed as an exhibit to (i) the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 or (ii) any Company SEC Document filed after such Form 10‑K, is valid, in full force and effect valid and binding upon the Company or the applicable Company Subsidiary, and to the knowledge of the Company, binding upon the other parties thereto on a Seller in accordance with its terms and is in full force and effect. No Seller or, to Seller’s knowledge, any other party thereto is in breach of or default under (except or is alleged to the extent enforceability may be limited by the effect in breach of applicable bankruptcy, reorganization, insolvency, moratorium or other Laws affecting the enforcement of creditors’ rights generally and the effect of general principles of equity, regardless of whether such enforceability is considered in a proceeding at Law default under) or in equity). The Company and the Company Subsidiaries have not has provided or received any claim notice of a material breach or violation ofany intention to terminate, or are not in default under any Material Contract. No event or circumstance has occurred that, except for defaults which individually with or in the aggregate have not resulted in termination of a Material Contract or resulted in a material liability, nor to the knowledge of the Company does any condition exist that with without notice or lapse of time or both both, would constitute a an event of default thereunder, except for defaults which individually or in the aggregate have not resulted in termination of a under any Material Contract or resulted result in a material liability for termination thereof or would cause or permit the Companyacceleration or other changes of any right or obligation or the loss of benefit thereunder. Complete and correct copies of each Material Contract have been made available to Buyer. There are no disputes pending or, to the knowledge of Sellers, threatened under any Material Contract.

Contracts. (a) Except for Section 4.11(a) of the Meadow Disclosure Schedule lists the following Meadow Contracts in effect as of the date of this Agreement (other than any Meadow Benefit Plan) under which Meadow or any of its Subsidiaries has any remaining material rights or obligations (each, a “Meadow Material Contract”): (i) a material contract as defined in Item 601(b)(10) of Regulation S-K as promulgated under the Securities Act; (ii) each Contract that is material to the business or operations of Meadow and its Subsidiaries, taken as a whole, containing (A) any covenant limiting the freedom of Meadow or any of its Subsidiaries to engage in any line of business or compete with any Person, (B) any “most-favored nations” pricing provisions or marketing or distribution rights related to any products or territory, (C) any exclusivity provision or (D) any agreement to purchase minimum quantity of goods or services; (iii) each Contract relating to capital expenditures and requiring payments after the date of this Agreement in excess of $100,000 pursuant to its express terms and not cancelable without penalty; (iv) each Contract relating to the disposition or acquisition of material assets or any ownership interest in any entity; (v) each Contract providing for the creation of any mortgages, indentures, loans, notes or credit agreements, security agreements or other agreements or instruments providing for the creation of material Indebtedness of Meadow or any of its Subsidiaries or creating any material Liens with respect to any material assets of Meadow or any of its Subsidiaries; (vi) each Contract requiring payment by or to Meadow or any of its Subsidiaries after the date of this Agreement in excess of $500,000 pursuant to its express terms relating to: (A) any distribution agreement (identifying any that contain exclusivity provisions); (B) any agreement involving provision of services or products with respect to any pre-clinical or clinical development activities of Meadow or any of its Subsidiaries; (C) any dealer, distributor, joint marketing, alliance, joint venture, cooperation, development or other agreement currently in force under which Meadow or any of its Subsidiaries has continuing obligations to develop or market any product, technology or service, or any agreement pursuant to which Meadow or any of its Subsidiaries has continuing obligations to develop any Intellectual Property Rights that will not be owned, in whole or in part, by Meadow or any of its Subsidiaries; or (D) any Contract to license any third party to manufacture or produce any product, service or technology of Meadow or any of its Subsidiaries or any Contract to sell, distribute or commercialize any products or service of Meadow or any of its Subsidiaries, in each case, except for Contracts filed as exhibits entered into in the Ordinary Course of Business; (vii) each Meadow Real Estate Lease; (viii) each Contract with any Governmental Entity, other than clinical trial agreements, sponsored research agreements or material transfer agreements entered into in the Ordinary Course of Business; (ix) each Meadow Out-bound License and Meadow In-bound License; (x) each Contract that is material to the Company SEC Documentsbusiness or operations of Meadow and its Subsidiaries, taken as a whole, containing any royalty, dividend or similar arrangement based on the revenues or profits of Meadow or any of its Subsidiaries; (xi) each Contract that is not terminable at will with 60 days’ prior notice (with no penalty or payment) by Meadow or its Subsidiaries, as applicable, and which involves payment or receipt by Meadow or its Subsidiaries after the date of this Agreement under any such Contract of more than $100,000 in the aggregate, or obligations after the date of this Agreement in excess of $100,000 in the aggregate; (xii) each collective bargaining agreement or other similar Contract with any labor organization, union, group or association covering employees of Meadow; or (xiii) each Contract (A) for the employment or engagement of any employee, consultant or independent contractor providing such Person with annual compensation or fees in excess of $250,000, (B) providing for the payment of any cash or other compensation or benefits upon the consummation of the Merger, (C) restricting Meadow’s ability to terminate the employment or services of any employee, consultant or independent contractor thereof at any time for any lawful reason or for no reason without penalty, or (D) providing for severance or similar termination payments, retention or change in control payments, or for the acceleration of vesting or grant of any incentive equity or similar compensation. (b) Meadow has made available to Iris accurate and complete copies of all Meadow Material Contracts, including all material amendments thereto, in each case in effect on the date hereof but excluding any purchase orders and/or work orders issued under a Meadow Material Contract in the Ordinary Course of Business. There are no Meadow Material Contracts that are not in written form. As of the date of this Agreement, none of Meadow, any of its Subsidiaries or, to Meadow’s Knowledge, any other party to a Meadow Material Contract, has breached, violated or defaulted under, or received notice that it breached, violated or defaulted under, any of the terms or conditions of, or Laws applicable to, any Meadow Material Contract in such manner as would permit any other party to cancel or terminate any such Meadow Material Contract, or would permit any other party to seek damages or pursue other legal remedies which would reasonably be expected to be material to Meadow and its Subsidiaries, taken as a whole. As to Meadow and its Subsidiaries, as of the date of this Agreement, none of the Company or its Subsidiaries each Meadow Material Contract is a party to or bound by any Material Contractvalid, except as set forth binding, enforceable and in Section 4.12(a) of the Company Disclosure Schedule which contains a complete full force and accurate list of all Material Contracts to or by which the Company or any of its Subsidiaries is a party as of the date of this Agreement. For all purposes of and under this Agreementeffect, a “Material Contract” shall mean any of the following to which the Company or any of the Subsidiaries of the Company is a party or by which any assets of the Company or any of the Subsidiaries of the Company are bound as of the date of this Agreement. (i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K) required to be filed as an exhibit subject to the Company SEC Documents, whether or not filed with the SEC, prior to the date of this Agreement; (ii) any Contract that contains (A) any covenant by the Company or any Subsidiary of the Company not to engage in any line of business or to compete with any Person in any line of business, or (B) “most favored nation,” “exclusivity” or similar provisions; (iii) any contract containing any “earn-out” or other similar contingent payment obligations pursuant to which the Company any Subsidiary of the Company has any remaining liability as of the date of this Agreement that could result, in each case, in payments by the Company or any Subsidiary of the Company after Bankruptcy and Equity Exception. Between the date of the this Agreement Meadow Balance Sheet and the date hereof, no counterparty to a Meadow Material Contract has notified Meadow in writing (other than contingent payment arrangements entered into in the ordinary course of business); (iv) any Contract that (1) is material or, to the Company and its SubsidiariesKnowledge of Meadow, taken as otherwise) that it intends to terminate or not renew a whole, and requires the consent of the other party thereto upon a change in control of the Company or (2) would require the Company or any successor thereto to make any material payment to another Person upon consummation of a change in control of the Company; (v) any Contract (A) relating to the disposition or acquisition by the Company or any Subsidiary of the Company of assets whose value, in each case, is in excess of $500,000, (B) pursuant to which the Company or any Subsidiary of the Company will acquire any ownership interest in any other Person or other business enterprise other than any Subsidiary of the Company, or (C) any contract that involves a joint venture, limited liability company or partnership with a third Person; (vi) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other Contracts relating to the borrowing of money or extension of credit, in each case in excess of $500,000, other than (A) accounts receivable and payable in the ordinary course of business, (B) loans to Subsidiaries of the Company in the ordinary course of business, and (C) extensions of credit to customers or from suppliers in the ordinary course of business; (vii) any Contract pursuant to which the Company, Subsidiary of the Company, or any other party thereto has material continuing obligations, rights or interests relating to the research, development, supply, manufacture or marketing of, or collaboration with respect to, any Company product for which the Company or any Subsidiary of the Company is currently engaged in research or development, excluding (A) non-disclosure agreements; (B) agreements with contractors or vendors providing services to the Company or any Subsidiary of the Company, and (C) leases; (viii) any Contract providing for indemnification or guarantee of the obligations of any other Person that would be material to the Company and its Subsidiaries, taken as a whole, other than any such contracts entered into in the ordinary course of business consistent with past practice; (ix) any Contract that provides for the grant of a license, or the development (excluding contracts with employees, consultants and contractors) of any intellectual property of the Company or any Subsidiary of the Company (other than non-exclusive licenses granted to third parties in the ordinary course of business by the Company or any of its Subsidiaries; (x) any Contract with any (x) Governmental Authority or (y) director or officer of the Company or any Subsidiary of the Company or any Affiliate of the Company or holder of 5% or more of the outstanding Shares; (xi) any mortgage, pledge, security agreement, deed of trust or other contract granting a Lien on any material property or assets of the Company or any Subsidiary of the Company; (xii) any Contract that provides for payments by or to the Company or any Subsidiary of the Company in excess of $500,000 per annum, or the delivery by the Company or any Subsidiary of the Company of goods or services with a fair market value in excess in $500,000 per annum, during the remaining term thereof (in each case, based on the Company’s good faith estimate taking into account payments or deliveries, as applicable, during the calendar year 2014); (xiii) any customer, client, supply or vendor Contract that involved consideration payable by or to the Company or any Subsidiary of the Company in fiscal year 2014 in excess of $500,000 or that is reasonably likely to involved consideration payable by or to the Company or any Subsidiary of the Company in fiscal year 2015 in excess of $500,000; and (xiv) any Contract that restricts or otherwise limits the payment of dividends or other distributions on equity securities, prohibits the pledging of the capital stock to the Company or any Subsidiary of the Company or prohibits the issuance of guarantees by any Subsidiary of the Company. (b) Except for Material Contracts that have expired or terminated by their terms, each Material Contract required to be filed as an exhibit to (i) the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 or (ii) any Company SEC Document filed after such Form 10‑K, is valid, in full force and effect and binding upon the Company or the applicable Company Subsidiary, and to the knowledge of the Company, binding upon the other parties thereto in accordance with its terms (except to the extent enforceability may be limited by the effect of applicable bankruptcy, reorganization, insolvency, moratorium or other Laws affecting the enforcement of creditors’ rights generally and the effect of general principles of equity, regardless of whether such enforceability is considered in a proceeding at Law or in equity). The Company and the Company Subsidiaries have not received any claim of a material breach or violation of, or are not in default under any Meadow Material Contract, except for defaults which individually or in the aggregate have not resulted in termination of a Material Contract or resulted in a material liability, nor to the knowledge of the Company does any condition exist that with notice or lapse of time or both would constitute a default thereunder, except for defaults which individually or in the aggregate have not resulted in termination of a Material Contract or resulted in a material liability for the Company.

Contracts. (ai) Neither the Company nor any of its Subsidiaries is in violation or breach of or in default under (nor does there exist any condition that upon the passage of time or the giving of notice or both would cause such a violation or breach of or default under) any Contract to which it is a party or by which it or any of its properties or assets is bound, except for violations, breaches or defaults that individually or in the aggregate have not had and would not reasonably be expected to have a Material Adverse Effect on the Company. The Company or one of its Subsidiaries has good and marketable title to the Company's manufacturing facility and executive and general offices located in Montpelier, Ohio, free and clear of all Liens except for Liens, defects in title, easements, restrictive covenants and similar encumbrances that individually or in the aggregate have not had and would not reasonably be expected to have a Material Adverse Effect on the Company. (ii) Except for this Agreement and except for Contracts filed in unredacted form as exhibits to the Company Filed SEC Documents, Section 3.01(j)(ii) of the Company Disclosure Schedule sets forth a true and complete list as of the date of this Agreement, none and the Company has delivered to Parent prior to the date of this Agreement true, complete and correct copies (including all amendments and modifications thereto) of: (A) all Contracts to which the Company or any of its Subsidiaries is a party, or that purports to be binding upon the Company, any of its Subsidiaries or any of its Affiliates, that contain a covenant restricting the ability of the Company or any of its Subsidiaries is a party (or which, following the consummation of the Merger, could restrict the ability of Parent or any of its Subsidiaries, including the Company and its Subsidiaries) to compete in any business or bound by with any Material Contract, except as set forth person or in Section 4.12(aany geographic area; (B) all Contracts of the Company Disclosure Schedule which contains a complete and accurate list or any of its Subsidiaries with any Affiliate of the Company (other than any of its Subsidiaries); (C) all Material Contracts joint venture, partnership or other similar agreements to or by which the Company or any of its Subsidiaries is a party as of the date of this Agreement. For (including all purposes of amendments and under this Agreementmodifications thereto); and (D) all loan agreements, a “Material Contract” shall mean any of the following credit agreements, notes, debentures, bonds, mortgages, indentures and other Contracts (collectively, "debt obligations") pursuant to which the Company or any of the Subsidiaries of the Company is a party or by which any assets indebtedness of the Company or any of its Subsidiaries is outstanding or may be incurred and all guarantees of or by the Company or any of its Subsidiaries of any debt obligations of any other person (other than the Company are bound or any of its Subsidiaries), including the respective aggregate principal amounts outstanding as of the date of this Agreement. (i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K) required to be filed as an exhibit to the Company SEC Documents, whether or not filed with the SEC, prior to the date of this Agreement; (ii) any Contract that contains (A) any covenant by the Company or any Subsidiary of the Company not to engage in any line of business or to compete with any Person in any line of business, or (B) “most favored nation,” “exclusivity” or similar provisions; (iii) any contract containing any “earn-out” or other similar contingent payment obligations pursuant to which the Company any Subsidiary of the Company has any remaining liability as of the date of this Agreement that could result, in each case, in payments by the Company or any Subsidiary of the Company after the date of the this Agreement (other than contingent payment arrangements entered into in the ordinary course of business); (iv) any Contract that (1) is material to the Company and its Subsidiaries, taken as a whole, and requires the consent of the other party thereto upon a change in control of the Company or (2) would require the Company or any successor thereto to make any material payment to another Person upon consummation of a change in control of the Company; (v) any Contract (A) relating to the disposition or acquisition by the Company or any Subsidiary of the Company of assets whose value, in each case, is in excess of $500,000, (B) pursuant to which the Company or any Subsidiary of the Company will acquire any ownership interest in any other Person or other business enterprise other than any Subsidiary of the Company, or (C) any contract that involves a joint venture, limited liability company or partnership with a third Person; (vi) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other Contracts relating to the borrowing of money or extension of credit, in each case in excess of $500,000, other than (A) accounts receivable and payable in the ordinary course of business, (B) loans to Subsidiaries of the Company in the ordinary course of business, and (C) extensions of credit to customers or from suppliers in the ordinary course of business; (vii) any Contract pursuant to which the Company, Subsidiary of the Company, or any other party thereto has material continuing obligations, rights or interests relating to the research, development, supply, manufacture or marketing of, or collaboration with respect to, any Company product for which the Company or any Subsidiary of the Company is currently engaged in research or development, excluding (A) non-disclosure agreements; (B) agreements with contractors or vendors providing services to the Company or any Subsidiary of the Company, and (C) leases; (viii) any Contract providing for indemnification or guarantee of the obligations of any other Person that would be material to the Company and its Subsidiaries, taken as a whole, other than any such contracts entered into in the ordinary course of business consistent with past practice; (ix) any Contract that provides for the grant of a license, or the development (excluding contracts with employees, consultants and contractors) of any intellectual property of the Company or any Subsidiary of the Company (other than non-exclusive licenses granted to third parties in the ordinary course of business by the Company or any of its Subsidiaries; (x) any Contract with any (x) Governmental Authority or (y) director or officer of the Company or any Subsidiary of the Company or any Affiliate of the Company or holder of 5% or more of the outstanding Shares; (xi) any mortgage, pledge, security agreement, deed of trust or other contract granting a Lien on any material property or assets of the Company or any Subsidiary of the Company; (xii) any Contract that provides for payments by or to the Company or any Subsidiary of the Company in excess of $500,000 per annum, or the delivery by the Company or any Subsidiary of the Company of goods or services with a fair market value in excess in $500,000 per annum, during the remaining term thereof (in each case, based on the Company’s good faith estimate taking into account payments or deliveries, as applicable, during the calendar year 2014); (xiii) any customer, client, supply or vendor Contract that involved consideration payable by or to the Company or any Subsidiary of the Company in fiscal year 2014 in excess of $500,000 or that is reasonably likely to involved consideration payable by or to the Company or any Subsidiary of the Company in fiscal year 2015 in excess of $500,000; and (xiv) any Contract that restricts or otherwise limits the payment of dividends or other distributions on equity securities, prohibits the pledging of the capital stock to the Company or any Subsidiary of the Company or prohibits the issuance of guarantees by any Subsidiary of the Company. (b) Except for Material Contracts that have expired or terminated by their terms, each Material Contract required to be filed as an exhibit to (i) the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 or (ii) any Company SEC Document filed after such Form 10‑K, is valid, in full force and effect and binding upon the Company or the applicable Company Subsidiary, and to the knowledge of the Company, binding upon the other parties thereto in accordance with its terms (except to the extent enforceability may be limited by the effect of applicable bankruptcy, reorganization, insolvency, moratorium or other Laws affecting the enforcement of creditors’ rights generally and the effect of general principles of equity, regardless of whether such enforceability is considered in a proceeding at Law or in equity). The Company and the Company Subsidiaries have not received any claim of a material breach or violation of, or are not in default under any Material Contract, except for defaults which individually or in the aggregate have not resulted in termination of a Material Contract or resulted in a material liability, nor to the knowledge of the Company does any condition exist that with notice or lapse of time or both would constitute a default thereunder, except for defaults which individually or in the aggregate have not resulted in termination of a Material Contract or resulted in a material liability for the Company

Contracts. (a) Except for this Agreement Section 3.7 of the Seller Disclosure Letter contains an accurate and except for Contracts filed as exhibits to the Company SEC Documentscomplete list, as of the date of this AgreementAgreement of all contracts, none agreements, commitments, arrangements and other instruments, in effect as of the date hereof, of the following types to which the Company or a Subsidiary is a party or bound or to which any of the Assets is subject (whether or not actually listed in Section 3.7 of the Seller Disclosure Letter, the “Material Contracts”): (i) any collective bargaining agreement with respect to its employees; (ii) any (A) of the following agreements with any current (or, to the extent there are on-going obligations, former) officer, employee, physician or other Health Care Provider, consultant or director of the Company or the Subsidiaries: employment agreement, change of control agreement, severance agreement, retention agreements or any other contract or agreement entered into outside of the ordinary course of business, or (B) Affiliate Agreement; (iii) any contract or agreement that (A) materially restricts the Company or a Subsidiary from engaging in any material line of business, developing, marketing or distributing products or services or obligates the Company or a Subsidiary not to compete with another Person or in any geographic area or during any period of time or that would otherwise materially limit the freedom of Parent or its Affiliates (including the Surviving Corporation) from engaging in any material line of business after the Effective Time, (B) contains exclusivity obligations or restrictions binding on the Company or any of the Subsidiaries is a or that would be binding on Parent or any of its Affiliates (including the Surviving Corporation) after the Effective Time or (C) prohibits the Company or any of the Subsidiaries from hiring or soliciting for hire any group of employees (including customers’ employees); (iv) any material agreement that binds any party to or bound by any Material Contractexclusive business arrangements, except as set forth including arrangements in Section 4.12(a) of the Company Disclosure Schedule which contains a complete and accurate list of all Material Contracts to or by which the Company or any Subsidiary must use a provider or supplier exclusively (other than agreements that 42 were entered into in the ordinary course of its Subsidiaries is business with a party as manufacturer, distributor or reseller that require a particular manufacturer’s products to be purchased from such manufacturer or an authorized distributor or reseller); (v) any material agreement or series of related agreements, including any option agreement, providing for the acquisition or disposition, directly or indirectly, of any material business, capital stock or material assets or any material real property (whether by merger, sale of stock, sale of assets or otherwise); (vi) any agreement relating to any interest rate, foreign exchange, derivatives or hedging transaction; (vii) any agreement (including any “take-or-pay” or keepwell agreement) under which (A) any Person has directly or indirectly guaranteed any liabilities or obligations of the date of this Agreement. For all purposes of and under this Agreement, a “Material Contract” shall mean Company or any of the following Subsidiaries or (B) the Company or any of the Subsidiaries has directly or indirectly guaranteed, assumed or endorsed any liabilities or obligations of any other Person, in each case other than endorsements for the purpose of collection in the ordinary course of business; (viii) any (a) Licenses or (b) agreements governing the provision of any information technology related services (other than any Software or any other agreements described in Section 3.6(b)), by or to the Company or any of the Subsidiaries, in each case to the extent material to their respective businesses; (ix) any Leases; (x) all agreements that prohibit the payment of dividends or distributions in respect of the capital stock of the Company or any of the Subsidiaries, prohibit the pledging of the capital stock of the Company or any of the Subsidiaries or prohibit the issuance of guarantees by the Company or any of the Subsidiaries, in each case that will not be terminated at or prior to the Effective Time; (xi) any agreement that contains any material indemnification rights or obligations, or credit support relating to such indemnification rights or obligations, other than any of such indemnification rights or obligations incurred in the ordinary course of business; (xii) any (A) agreement that is a settlement or similar agreement with any Governmental Authority, or (B) an Order or consent of a Governmental Authority to which the Company or any of the Subsidiaries of the Company is a party or subject, involving 43 material performance by which any assets of the Company or any of the Subsidiaries of the Company are bound as of the date of this Agreement. (i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K) required to be filed as an exhibit to the Company SEC Documents, whether or not filed with the SEC, prior to after the date of this Agreement; (iixiii) any Contract that contains (A) any covenant by the Company or any Subsidiary of the Company not to engage in any line of business or to compete with any Person in any line of business, or (B) “most favored nation,” “exclusivity” or similar provisions; (iii) any contract containing any “earn-out” or other similar contingent payment obligations agreement pursuant to which the Company or any Subsidiary of the Company Subsidiaries has an obligation to make an investment in or loan to any remaining liability as other Person, other than employee loans disclosed in Section 3.7(a)(xiii) of the date Seller Disclosure Letter; (xiv) any agreement or series of this Agreement that could result, in each case, in payments by the Company or any Subsidiary of the Company after the date of the this Agreement related agreements (other than contingent payment arrangements entered into in the ordinary course of business); purchase orders) (iv) any Contract that (1) is material to the Company and its Subsidiaries, taken as a whole, and requires the consent of the other party thereto upon a change in control of the Company or (2) would require the Company or any successor thereto to make any material payment to another Person upon consummation of a change in control of the Company; (v) any Contract (A) relating to the disposition or acquisition by the Company or any Subsidiary of the Company of assets whose value, in each case, is in excess of $500,000, (Bi) pursuant to which the Company or any Subsidiary of the Subsidiaries has purchased, licensed or sold, during calendar year 2012, or pursuant to which the Company will acquire or any ownership interest Subsidiary has agreed to or otherwise has an obligation to purchase, license or sell in any other Person calendar year 2013, goods, equipment, vehicles, machinery, hardware or other business enterprise other than any Subsidiary personal property or services that involved or is expected to involve payment by or to the Company and the Subsidiaries in excess of the Company$3,000,000 during such period, or (Cii) that provides for minimum purchase requirements in excess of such amount over the remaining term of such agreement; (xv) any credit agreement, loan agreement, indenture, note, bond, indenture, mortgage, security agreement, loan commitment or other contract or instrument relating to Indebtedness owed by or to the Company or a Subsidiary; (xvi) any contract that involves containing most favored nation pricing provisions or granting to any Person a right of first refusal, a right of first offer or an option to purchase, acquire, sell or dispose of any Assets (other than inventory in the ordinary course of business) valued at an amount in excess of $250,000; (xvii) any partnership, joint venture, limited liability company or partnership with a third Personother similar agreements or arrangements (including any agreement providing for joint research, development or marketing), but excluding the Organizational Documents of any of the Subsidiaries; (vixviii) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other Contracts relating to the borrowing of money or extension of credit, in each case operating leases involving annual payments in excess of $500,000, other than 100,000; (xix) any outstanding power of attorney empowering any Person to act on behalf of the Company or any of the Subsidiaries; (xx) any contract or agreement relating to any capital expenditure or leasehold improvement with remaining payments in excess of $1,000,000 in the aggregate that has (A) accounts receivable and payable commenced but is not yet completed or (B) that obligates the Company or any of the Subsidiaries to incur expenditures with respect to a project that is not yet commenced; (xxi) any settlement agreement for an amount in excess of $250,000 entered into within the past two (2) years; and (xxii) any other contract, agreement, commitment or arrangement that (x) was entered into outside of the ordinary course of business, (B) loans to Subsidiaries of the Company in the ordinary course of business, business and (Cy) extensions of credit to customers or from suppliers in the ordinary course of business; (vii) any Contract pursuant to which the Company, Subsidiary of the Company, or any other party thereto has material continuing obligations, rights or interests relating to the research, development, supply, manufacture or marketing of, or collaboration with respect to, any Company product for which the Company or any Subsidiary of the Company is currently engaged in research or development, excluding (A) non-disclosure agreements; (B) agreements with contractors or vendors providing services to the Company or any Subsidiary of the Company, and (C) leases; (viii) any Contract providing for indemnification or guarantee of the obligations of any other Person that would be material to the Company and its the Subsidiaries, taken as a whole, other than any such contracts entered into in the ordinary course of business consistent with past practice; (ix) any Contract that provides for the grant of a license, or the development (excluding contracts with employees, consultants and contractors) of any intellectual property of the Company or any Subsidiary of the Company (other than non-exclusive licenses granted to third parties in the ordinary course of business by the Company or any of its Subsidiaries; (x) any Contract with any (x) Governmental Authority or (y) director or officer of the Company or any Subsidiary of the Company or any Affiliate of the Company or holder of 5% or more of the outstanding Shares; (xi) any mortgage, pledge, security agreement, deed of trust or other contract granting a Lien on any material property or assets of the Company or any Subsidiary of the Company; (xii) any Contract that provides for payments by or to the Company or any Subsidiary of the Company in excess of $500,000 per annum, or the delivery by the Company or any Subsidiary of the Company of goods or services with a fair market value in excess in $500,000 per annum, during the remaining term thereof (in each case, based on the Company’s good faith estimate taking into account payments or deliveries, as applicable, during the calendar year 2014); (xiii) any customer, client, supply or vendor Contract that involved consideration payable by or to the Company or any Subsidiary of the Company in fiscal year 2014 in excess of $500,000 or that is reasonably likely to involved consideration payable by or to the Company or any Subsidiary of the Company in fiscal year 2015 in excess of $500,000; and (xiv) any Contract that restricts or otherwise limits the payment of dividends or other distributions on equity securities, prohibits the pledging of the capital stock to the Company or any Subsidiary of the Company or prohibits the issuance of guarantees by any Subsidiary of the Company. (b) Except for Each Material Contracts that have expired Contract is a valid and binding agreement of the Company or terminated by their termsone or more of the Subsidiaries, on the one hand, and to the Knowledge of the Company, each Material Contract required to be filed as an exhibit to (i) other party thereto, on the Company’s Annual Report on Form 10-K for the year ended December 31other, 2014 or (ii) any Company SEC Document filed after such Form 10‑K, and is valid, in full force and effect and binding upon the Company or the applicable Company Subsidiaryeffect, and to the knowledge none of the Company, binding upon any of the other parties thereto in accordance with its terms (except Subsidiaries or, to the extent enforceability may Knowledge of the Company, any other party thereto, is in default or breach in any material respect under (or is alleged to be limited by in default or breach in any material respect under) the effect of applicable bankruptcy, reorganization, insolvency, moratorium or other Laws affecting the enforcement of creditors’ rights generally and the effect of general principles of equity, regardless of whether such enforceability is considered in a proceeding at Law or in equity). The Company and the Company Subsidiaries have not received any claim of a material breach or violation terms of, or are not in default under has provided or received any notice of any intention to terminate, any such Material Contract, except for defaults which individually or in the aggregate have not resulted in termination of a Material Contract or resulted in a material liabilityand, nor to the knowledge Knowledge of the Company does any condition exist that Company, no event or circumstance has occurred that, with or without notice or lapse of time or both both, would constitute an event of default thereunder or result in or give any Person a default thereunder, except for defaults which individually right of acceleration or in the aggregate have not resulted in early termination thereof (other than pursuant to Section 5.15 hereof). The Company has made available to Parent and Merger Sub a true and complete copy of a (x) each Material Contract (including all material modifications and amendments thereto and waivers thereunder) or resulted form of Material Contract and (y) all form contracts, agreements or instruments used in a and material liability for to the Companybusinesses of the Company and the Subsidiaries.

Contracts. (a) Except for this Agreement and except for Contracts filed as exhibits to the Company SEC Documents, as Section 3.16 of the date of this Agreement, none of the Company or its Subsidiaries is a party to or bound by any Material Contract, except as set forth in Section 4.12(a) of the Company Parent Disclosure Schedule which contains a complete and accurate list of lists all Material Contracts material agreements required to be disclosed under the Exchange Act or by the Securities Act to which the Company Parent or any of its DSH Subsidiaries is a party as of the date of this Agreement. For all purposes of and under this Agreement, a “Material Contract” shall mean any of the following to which the Company or any of the Subsidiaries of the Company is a party or by which any assets of the Company or any of the Subsidiaries of the Company are bound as of the date of this Agreement.including: (i) any “material contract” agreement (as such term is defined in Item 601(b)(10or group of related agreements) for the lease of Regulation S-K) required personal property from or to be filed as an exhibit to the Company SEC Documents, whether or not filed with the SEC, prior to the date of this Agreementthird parties; (ii) any Contract that contains agreement establishing a partnership or joint venture; (Aiii) any covenant by agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (iv) any agreement that purports to limit in any material respect the Company or any Subsidiary right of the Company not Parent to engage in any line of business or to compete with any Person in any line of business, or (B) “most favored nation,” “exclusivity” to compete with any person or similar provisions; (iii) operate in any contract containing any “earn-out” or other similar contingent payment obligations pursuant to which the Company any Subsidiary of the Company has any remaining liability as of the date of this Agreement that could result, in each case, in payments by the Company or any Subsidiary of the Company after the date of the this Agreement (other than contingent payment arrangements entered into in the ordinary course of business); (iv) any Contract that (1) is material to the Company and its Subsidiaries, taken as a whole, and requires the consent of the other party thereto upon a change in control of the Company or (2) would require the Company or any successor thereto to make any material payment to another Person upon consummation of a change in control of the Companygeographical location; (v) any Contract (A) relating to the disposition or acquisition by the Company or any Subsidiary of the Company of assets whose value, in each case, is in excess of $500,000, (B) pursuant to which the Company or any Subsidiary of the Company will acquire any ownership interest in any other Person or other business enterprise other than any Subsidiary of the Company, or (C) any contract that involves a joint venture, limited liability company or partnership employment agreement with a third Personexecutive officers; (vi) any mortgages, indentures, guarantees, loans agreement under which the consequences of a default or credit agreements, security agreements or other Contracts relating termination would reasonably be expected to the borrowing of money or extension of credit, in each case in excess of $500,000, other than (A) accounts receivable and payable in the ordinary course of business, (B) loans to Subsidiaries of the Company in the ordinary course of business, and (C) extensions of credit to customers or from suppliers in the ordinary course of businesshave a DSH Material Adverse Effect; (vii) any Contract pursuant agreement which contains any provisions requiring the Parent or any of its DSH Subsidiaries to which the Company, Subsidiary of the Company, or indemnify any other party thereto has material continuing obligations(excluding indemnities contained in agreements for the purchase, rights sale or interests relating to license of products entered into in the research, development, supply, manufacture or marketing of, or collaboration with respect to, any Company product for which the Company or any Subsidiary Ordinary Course of the Company is currently engaged in research or development, excluding (A) non-disclosure agreementsBusiness); (B) agreements with contractors or vendors providing services to the Company or any Subsidiary of the Company, and (C) leases;and (viii) any Contract providing for indemnification or guarantee of the obligations of any other Person that would be material to the Company and its Subsidiaries, taken as a wholeagreement, other than any such contracts entered into in as contemplated by this Agreement and the ordinary course Transaction Documents, relating to the sales of business consistent with past practice; (ix) any Contract that provides for the grant of a license, or the development (excluding contracts with employees, consultants and contractors) of any intellectual property securities of the Company or any Subsidiary of the Company (other than non-exclusive licenses granted to third parties in the ordinary course of business by the Company Parent or any of its Subsidiaries; (x) any Contract with any (x) Governmental Authority DSH Subsidiaries to which the Parent or (y) director or officer of the Company or any such Subsidiary of the Company or any Affiliate of the Company or holder of 5% or more of the outstanding Shares; (xi) any mortgage, pledge, security agreement, deed of trust or other contract granting is a Lien on any material property or assets of the Company or any Subsidiary of the Company; (xii) any Contract that provides for payments by or to the Company or any Subsidiary of the Company in excess of $500,000 per annum, or the delivery by the Company or any Subsidiary of the Company of goods or services with a fair market value in excess in $500,000 per annum, during the remaining term thereof (in each case, based on the Company’s good faith estimate taking into account payments or deliveries, as applicable, during the calendar year 2014); (xiii) any customer, client, supply or vendor Contract that involved consideration payable by or to the Company or any Subsidiary of the Company in fiscal year 2014 in excess of $500,000 or that is reasonably likely to involved consideration payable by or to the Company or any Subsidiary of the Company in fiscal year 2015 in excess of $500,000; and (xiv) any Contract that restricts or otherwise limits the payment of dividends or other distributions on equity securities, prohibits the pledging of the capital stock to the Company or any Subsidiary of the Company or prohibits the issuance of guarantees by any Subsidiary of the Companyparty. (b) Except for Material Contracts that have expired or terminated by their terms, With respect to each Material Contract required to be filed as an exhibit to agreement listed in the Parent SEC Reports: (i) the Company’s Annual Report on Form 10-K for the year ended December 31agreement is legal, 2014 or valid, binding and enforceable and in full force and effect; (ii) any Company SEC Document filed after such Form 10‑Kthe agreement will continue to be legal, is valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and binding upon (iii) neither the Company or the applicable Company SubsidiaryParent nor any of its DSH Subsidiaries nor, and to the knowledge of the CompanyParent, binding upon the any other parties thereto party, is in accordance with its terms (except to the extent enforceability may be limited by the effect of applicable bankruptcy, reorganization, insolvency, moratorium or other Laws affecting the enforcement of creditors’ rights generally and the effect of general principles of equity, regardless of whether such enforceability is considered in a proceeding at Law or in equity). The Company and the Company Subsidiaries have not received any claim of a material breach or violation of, or are not in default under under, any Material Contractsuch agreement, except for defaults which individually or in the aggregate have not resulted in termination of a Material Contract or resulted in a material liabilityand no event has occurred, nor is pending or, to the knowledge of the Company does any condition exist that Parent, is threatened, which, after the giving of notice, with notice or lapse of time or both otherwise, would constitute a breach or default thereunderby the Parent or any of its DSH Subsidiaries or, except for defaults which individually or in to the aggregate have not resulted in termination knowledge of a Material Contract or resulted in a material liability for the CompanyParent, any other party under such contract.

Contracts. (a) Except for this Agreement and except for Contracts as set forth in the SEC Reports filed as exhibits prior to the Company SEC Documents, as of the date of this Agreement, none Agreement or Section 3.18 of the Disclosure Schedule, neither the Company or its nor any of the Subsidiaries is a party to or bound by any Material Contract, except as set forth in Section 4.12(a) of the Company Disclosure Schedule which contains a complete and accurate list of all Material Contracts to or by which the Company or any of its Subsidiaries is a party as of the date of this Agreement. For all purposes of and under this Agreement, a “Material Contract” shall mean any of the following to which the Company or any of the Subsidiaries of the Company is a party or by which any assets of the Company or any of the Subsidiaries of the Company are bound as of the date of this Agreement. (i) any “"material contract” " (as such term is defined in Item 601(b)(10) of Regulation S-KK promulgated by the SEC), (ii) non-competition agreement or any other agreement or obligation which purports to limit in any respect the manner in which, or the localities in which, all or any material portion of the business of the Company and the Subsidiaries, taken as a whole, may be conducted, (iii) transaction, agreement, arrangement or understanding with any affiliate of the Company or such Subsidiary that would be required to be filed as an exhibit to the Company SEC Documents, whether or not filed with disclosed under Item 404 of Regulation S-K promulgated by the SEC, prior to (iv) voting or other agreement governing how any Shares shall be voted, (v) acquisition, merger, asset purchase or sale agreement, (vi) agreement which provides for, or relates to, the date of this Agreement; (ii) any Contract that contains (A) any covenant incurrence by the Company or any Subsidiary of indebtedness for borrowed money (including any interest rate or foreign currency swap, cap, collar, hedge or insurance agreements, or options or forwards on such agreements, or other similar agreements for the Company not to engage in any line purpose of business managing the interest rate or to compete foreign exchange risk associated with any Person in any line of businessits financing), or (Bvii) “most favored nation,” “exclusivity” or similar provisions; (iii) any contract containing any “earn-out” or other similar contingent payment obligations pursuant agreement which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement (all contracts of the type described in clauses (i) through (vii) being referred to which herein as "Material Contracts"). Each Material Contract is valid and binding on the Company any (or, to the extent a Subsidiary of the Company has any remaining liability as of the date of this Agreement that could resultis a party, such Subsidiary) and is in each casefull force and effect, in payments by the Company or any Subsidiary of the Company after the date of the this Agreement (other than contingent payment arrangements entered into in the ordinary course of business); (iv) any Contract that (1) is material to and the Company and its Subsidiarieseach Subsidiary have performed all obligations required to be performed by them to date under each Material Contract, taken except where such noncompliance, individually or in the aggregate, would not have a Material Adverse Effect on the Company. Except as a whole, and requires the consent set forth in Section 3.18 of the other party thereto upon a change in control of Disclosure Schedule, neither the Company or (2) would require the Company or any successor thereto to make any material payment to another Person upon consummation of a change in control of the Company; (v) any Contract (A) relating to the disposition or acquisition by the Company or any Subsidiary of the Company of assets whose value, in each case, is in excess of $500,000, (B) pursuant to which the Company or any Subsidiary of the Company will acquire any ownership interest in any other Person or other business enterprise other than any Subsidiary of the Company, or (C) any contract that involves a joint venture, limited liability company or partnership with a third Person; (vi) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other Contracts relating to the borrowing of money or extension of credit, in each case in excess of $500,000, other than (A) accounts receivable and payable in the ordinary course of business, (B) loans to Subsidiaries of the Company in the ordinary course of business, and (C) extensions of credit to customers or from suppliers in the ordinary course of business; (vii) any Contract pursuant to which the Company, Subsidiary of the Company, or any other party thereto has material continuing obligations, rights or interests relating to the research, development, supply, manufacture or marketing of, or collaboration with respect to, any Company product for which the Company or nor any Subsidiary of the Company is currently engaged in research default or development, excluding (A) non-disclosure agreements; (B) agreements with contractors or vendors providing services to the Company or any Subsidiary of the Company, and (C) leases; (viii) any Contract providing for indemnification or guarantee of the obligations of any other Person that would be material to the Company and its Subsidiaries, taken as a whole, other than any such contracts entered into in the ordinary course of business consistent with past practice; (ix) any Contract that provides for the grant of a licenseknows of, or the development has received notice of, any violation or default under (excluding contracts with employeesnor, consultants and contractors) of any intellectual property of the Company or any Subsidiary of the Company (other than non-exclusive licenses granted to third parties in the ordinary course of business by the Company or any of its Subsidiaries; (x) any Contract with any (x) Governmental Authority or (y) director or officer of the Company or any Subsidiary of the Company or any Affiliate of the Company or holder of 5% or more of the outstanding Shares; (xi) any mortgage, pledge, security agreement, deed of trust or other contract granting a Lien on any material property or assets of the Company or any Subsidiary of the Company; (xii) any Contract that provides for payments by or to the Company or any Subsidiary of the Company in excess of $500,000 per annum, or the delivery by the Company or any Subsidiary of the Company of goods or services with a fair market value in excess in $500,000 per annum, during the remaining term thereof (in each case, based on the Company’s good faith estimate taking into account payments or deliveries, as applicable, during the calendar year 2014); (xiii) any customer, client, supply or vendor Contract that involved consideration payable by or to the Company or any Subsidiary of the Company in fiscal year 2014 in excess of $500,000 or that is reasonably likely to involved consideration payable by or to the Company or any Subsidiary of the Company in fiscal year 2015 in excess of $500,000; and (xiv) any Contract that restricts or otherwise limits the payment of dividends or other distributions on equity securities, prohibits the pledging of the capital stock to the Company or any Subsidiary of the Company or prohibits the issuance of guarantees by any Subsidiary of the Company. (b) Except for Material Contracts that have expired or terminated by their terms, each Material Contract required to be filed as an exhibit to (i) the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 or (ii) any Company SEC Document filed after such Form 10‑K, is valid, in full force and effect and binding upon the Company or the applicable Company Subsidiary, and to the knowledge of the Company, binding upon does there exist any condition which with the other parties thereto passage of time or the giving of notice or both would result in accordance with its terms (except to the extent enforceability may be limited by the effect of applicable bankruptcy, reorganization, insolvency, moratorium such a violation or other Laws affecting the enforcement of creditors’ rights generally and the effect of general principles of equity, regardless of whether such enforceability is considered in a proceeding at Law or in equity). The Company and the Company Subsidiaries have not received any claim of a material breach or violation of, or are not in default under under) any Material Contract, except for defaults which any such default or violation that, individually or in the aggregate aggregate, would not have not resulted in termination of a Material Contract or resulted Adverse Effect. (b) Except as disclosed in a material liability, nor the SEC Reports filed prior to the knowledge date of this Agreement or in Section 3.18 of the Disclosure Schedule or as provided for in this Agreement, neither the Company nor any of the Subsidiaries is a party to any oral or written (i) employment, severance, retention or termination agreements or consulting agreements not terminable on 30 days' or less notice, (ii) union or collective bargaining agreement, (iii) agreement with any executive officer or other key employee of the Company does or any condition exist that with notice of the Subsidiaries the benefits of which are contingent or lapse vest, or the terms of time or both would constitute a default thereunderwhich are materially altered, except for defaults which individually or in upon the aggregate have not resulted in termination occurrence of a Material Contract transaction involving the Company or resulted in a material liability for any of the CompanySubsidiaries of the nature contemplated by this Agreement, (iv) agreement with respect to any executive officer or other key employee of the Company or any of the Subsidiaries providing any term of employment or compensation guarantee or (v) agreement or plan, including any stock option, stock appreciation right, restricted stock or stock purchase plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement.

Contracts. (a) Except for this Agreement and except for Contracts filed as exhibits to set forth in ‎Section 4.9 of the Company SEC DocumentsDisclosure Schedule, as of the date of this Agreement, none of neither the Company or nor any of its Subsidiaries is a party to or is bound by any Material Contract, except as set forth in Section 4.12(a) of the following Contracts (to the extent such Contracts are still in force): (i) any consulting or services Contract with any consultant (other than any Employment Agreement) that is not terminable by the Company Disclosure Schedule which contains a complete and accurate list upon 60 days' notice or less or that provides for an annual salary or other compensation in excess of all Material Contracts to or by which US$100,000; (ii) any Contract whereby the Company or any of its Subsidiaries is a party as has assumed any obligation of, or duty to warrant, indemnify, reimburse, hold harmless or guaranty any obligation or liability of any other Person (including with respect to the date of this Agreement. For all purposes of and under this Agreement, a “Material Contract” shall mean any of the following to which infringement or misappropriation by the Company or any of the its Subsidiaries or such other Person of the Intellectual Property Rights of any Person other than the Company is a party or by which any assets of its Subsidiaries), other than any Contract entered into in connection with the sale, license or purchase of products or services in the ordinary course of business; (iii) any Contract containing any covenant limiting in any material respect the right of the Company or any of the its Subsidiaries of the Company are bound as of the date of this Agreement. (i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K) required to be filed as an exhibit to the Company SEC Documents, whether or not filed with the SEC, prior to the date of this Agreement; (ii) any Contract that contains (A) any covenant by the Company or any Subsidiary of the Company not to engage in any line of business or to compete with any Person in or granting any line of businessexclusive rights (including any exclusive license or right to use any Intellectual Property Rights), or (B) “"most favored nation,” “exclusivity” " status or similar provisions; (iii) any contract containing any “earn-out” "most favored pricing" rights, or other similar contingent payment obligations pursuant to which the Company any Subsidiary of the Company has any remaining liability as of the date of this Agreement that could resultlimiting, in each caseany material respect, in payments by the Company Company's right to acquire assets, securities or services of any Subsidiary of the Company after the date of the this Agreement (other than contingent payment arrangements entered into in the ordinary course of business)third parties; (iv) any Contract that (1) is material to the Company and its Subsidiaries, taken as a whole, and requires the consent of the other party thereto upon a change in control of the Company or (2) would require the Company or any successor thereto to make any material payment to another Person upon consummation of a change in control of the Company; (v) any Contract (A) relating to the disposition or acquisition by the Company or any Subsidiary of the Company its Subsidiaries of assets whose value, not in each case, is in excess the ordinary course of $500,000, (B) business or pursuant to which the Company or any Subsidiary of the Company will acquire its Subsidiaries has any ownership interest in any other Person corporation, partnership, joint venture or other business enterprise other than the Company's Subsidiaries, which imposes on the Company or any Subsidiary of its Subsidiaries ongoing obligations (other than confidentiality obligations) that remain in effect as of the Company, or date hereof; (Cv) any contract that involves a joint venturematerial dealer, limited liability company distribution, sales representative, value added remarketer or partnership with a third Personreseller, sales consultant, sales promotion and marketing Contract, and other Contract for use or distribution of the Company Product; (vi) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other Contracts relating to the borrowing of money or extension of credit, but excluding, for the avoidance of doubt, any performance guarantees or letters of credit issued in each case in excess connection with the sale, license or purchase of $500,000, other than (A) accounts receivable and payable products or services in the ordinary course of business, consistent with past practice; (Bvii) loans any Contract that contains any put, call or similar right pursuant to Subsidiaries of which the Company in the ordinary course or any of businessits Subsidiaries could be required to purchase or sell, and (C) extensions as applicable, any equity interests of credit to customers any Person or from suppliers in assets outside of the ordinary course of business; (viiviii) any material settlement agreement under which the Company or any of its Subsidiaries has material ongoing obligations; (ix) any Contract under which the Company or any of its Subsidiaries has any liability, except as required by applicable Law, for the payment of any amount of Taxes of any other Person pursuant to an express obligation to indemnify that other Person with respect to such amounts, but excluding any such liability already taken into account by the Company and reflected in its calculation of the pricing of the project with respect to which the Company engaged such Person; (x) any Contract with a Governmental Authority excluding any Contracts for utilities provided by any such Governmental Authority or customer Contracts with foreign telecommunication companies owned, in whole or in part, by the local Governmental Authority; (xi) any Contract required to be disclosed in Section 4.16 and Section 4.17 of the Company Disclosure Schedule or any subsections thereof and with any Significant Customer or with any Significant Supplier; (xii) any Contract under which the Company or its Subsidiaries have continuing material obligations to jointly market any product, technology or service, or any Contract pursuant to which the CompanyCompany or its Subsidiaries have continuing material obligations to jointly develop any Intellectual Property Rights that will not be owned, Subsidiary of in whole or in part, by the Company, Company or any other party thereto has material continuing obligations, rights or interests relating to the research, development, supply, manufacture or marketing of, or collaboration with respect to, any Company product its Subsidiaries; (xiii) each lease for which personal property involving in each case payments by the Company or any Subsidiary of the Company is currently engaged its Subsidiaries in research or development, excluding excess of US$50,000 annually (Aincluding capitalized leases) non-disclosure agreementsand each real property lease; (B) agreements with contractors or vendors providing services to the Company or any Subsidiary of the Company, and (C) leases;and (viiixiv) any other Contract providing for indemnification or guarantee of the obligations of any other Person that would be material pursuant to which the Company and its SubsidiariesSubsidiaries have aggregate remaining monetary obligations in excess of US$150,000 over the term thereofor that has a term of more than one year and that may not be terminated by the Company or its Subsidiary within 60 days without penalty, taken as a whole, other than any such contracts except for confidentiality or nondisclosure agreement entered into in the ordinary course of business consistent with past practice; (ix) any Contract that provides for the grant of a license, or the development (excluding contracts with employees, consultants and contractors) of any intellectual property of the Company or any Subsidiary of the Company (other than non-exclusive licenses granted to third parties in the ordinary course of business by the Company or any of its Subsidiaries; (x) any Contract with any (x) Governmental Authority or (y) director or officer of the Company or any Subsidiary of the Company or any Affiliate of the Company or holder of 5% or more of the outstanding Shares; (xi) any mortgage, pledge, security agreement, deed of trust or other contract granting a Lien on any material property or assets of the Company or any Subsidiary of the Company; (xii) any Contract that provides for payments by or to the Company or any Subsidiary of the Company in excess of $500,000 per annum, or the delivery by the Company or any Subsidiary of the Company of goods or services with a fair market value in excess in $500,000 per annum, during the remaining term thereof (in each case, based on the Company’s good faith estimate taking into account payments or deliveries, as applicable, during the calendar year 2014); (xiii) any customer, client, supply or vendor Contract that involved consideration payable by or to the Company or any Subsidiary of the Company in fiscal year 2014 in excess of $500,000 or that is reasonably likely to involved consideration payable by or to the Company or any Subsidiary of the Company in fiscal year 2015 in excess of $500,000; and (xiv) any Contract that restricts or otherwise limits the payment of dividends or other distributions on equity securities, prohibits the pledging of the capital stock to the Company or any Subsidiary of the Company or prohibits the issuance of guarantees by any Subsidiary of the Company. (b) Except for Material Contracts that have expired or terminated by their terms, each Material Each Contract required to be filed disclosed under this ‎Section 4.9 shall be referred to as an exhibit a "Company Contract". Neither the Company nor any of its Subsidiaries, nor to (i) the Company’s Annual Report on Form 10-K for the year ended December 31's Knowledge any other party to, 2014 or (ii) any Company SEC Document filed after such Form 10‑KContract, is validin material breach, in full force violation or default under, and effect neither the Company nor any of its Subsidiaries has received written notice that it has materially breached, violated or defaulted under, any Company Contract which has not been cured. Each Company Contract is a legal, valid and binding upon obligation of the Company or the applicable Subsidiary that is a party thereto, enforceable against the Company and such Subsidiary, and to the knowledge of the Company's Knowledge, binding upon the other parties thereto thereto, in accordance with its terms (except terms, subject to the extent enforceability may be limited by the effect of applicable bankruptcy, insolvency, fraudulent transfer, reorganization, insolvency, moratorium or other Laws affecting the enforcement of creditors’ rights generally and the effect similar laws of general principles of equity, regardless of whether such enforceability is considered in a proceeding at Law applicability relating to or in equity)affecting creditors' rights and to general equity principles. The Company and the Company Subsidiaries have not received any claim of a material breach or violation of, or are not in default under any Material Contract, except for defaults which individually or in the aggregate have not resulted in termination of a Material Contract or resulted in a material liability, nor has made available to the knowledge Parent true and complete copies of all Company Contracts that are in effect on the Company does any condition exist that with notice or lapse date of time or both would constitute a default thereunder, except for defaults which individually or in the aggregate have not resulted in termination of a Material Contract or resulted in a material liability for the Companythis Agreement.

Contracts. (a) Except for this Agreement and except for Contracts filed as exhibits to the Company SEC Documents, as As of the date of this Agreement, none except as set forth in Section 4.11(a) of the Company or Parent Disclosure Letter, neither Parent nor any of its Subsidiaries is a party to or bound by any Material Contract, except as set forth in Section 4.12(a) of the Company Disclosure Schedule which contains a complete and accurate list of all Material Contracts to or by which the Company or any of its Subsidiaries is a party as of the date of this Agreement. For all purposes of and under this Agreement, a “Material Contract” shall mean any of the following to which the Company or any of the Subsidiaries of the Company is a party or by which any assets of the Company or any of the Subsidiaries of the Company are bound as of the date of this Agreement.any: (i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K) required to be filed as an exhibit to K under the Company SEC DocumentsSecurities Act), whether or not filed by Parent with the SEC, prior to the date of this Agreement; (ii) any employment or consulting Contract that contains (A) any covenant by the Company or any Subsidiary in each case with respect to which Parent has continuing obligations as of the Company not to engage in any line of business or to compete date hereof) with any Person in any line current or former (x) executive officer of businessParent, (y) member of Parent Board, or (Bz) “most favored nation,” “exclusivity” or similar provisionsParent Employee providing for an annual base salary in excess of $50,000; (iii) any contract containing any “earn-out” or other similar contingent payment obligations pursuant to which the Company any Subsidiary of the Company has any remaining liability as of the date of this Agreement that could result, in each case, in payments by the Company or any Subsidiary of the Company after the date of the this Agreement (other than contingent payment arrangements entered into in the ordinary course of business); (iv) any Contract that (1) is material to the Company and its Subsidiaries, taken as a whole, and requires the consent of the other party thereto upon a change in control of the Company or (2) would require the Company or any successor thereto to make any material payment to another Person upon consummation of a change in control of the Company; (v) any Contract (A) relating to the disposition or acquisition by the Company or any Subsidiary of the Company of assets whose value, in each case, is in excess of $500,000, (B) pursuant to which the Company or any Subsidiary of the Company will acquire any ownership interest in any other Person or other business enterprise other than any Subsidiary of the Company, or (C) any contract that involves a joint venture, limited liability company or partnership with a third Person; (vi) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other Contracts relating to the borrowing of money or extension of credit, in each case in excess of $500,000, other than (A) accounts receivable and payable in the ordinary course of business, (B) loans to Subsidiaries of the Company in the ordinary course of business, and (C) extensions of credit to customers or from suppliers in the ordinary course of business; (vii) any Contract pursuant to which the Company, Subsidiary of the Company, or any other party thereto has material continuing obligations, rights or interests relating to the research, development, supply, manufacture or marketing of, or collaboration with respect to, any Company product for which the Company or any Subsidiary of the Company is currently engaged in research or development, excluding (A) non-disclosure agreements; (B) agreements with contractors or vendors providing services to the Company or any Subsidiary of the Company, and (C) leases; (viii) any Contract providing for indemnification or guarantee of the obligations of any other Person guaranty by Parent or any Subsidiary thereof, in each case that would be is material to the Company Parent and its Subsidiaries, taken as a whole, other than (x) any such contracts guaranty by Parent or a Subsidiary thereof of any of the obligations of (A) Parent or another wholly owned Subsidiary thereof or (B) any Subsidiary (other than a wholly owned Subsidiary) of Parent that was entered into in the ordinary course of business consistent pursuant to or in connection with past practice; a customer Contract, or (ixy) any Contract that provides providing for the grant indemnification of a license, customers or the development (excluding contracts with employees, consultants and contractors) of any intellectual property of the Company or any Subsidiary of the Company (other than non-exclusive licenses granted Persons pursuant to third parties Contracts entered into in the ordinary course of business by business; (iv) Contract that purports to limit in any material respect the Company right of Parent or any of its Subsidiaries (or, at any time after the consummation of the Merger, Parent or any of its Subsidiaries; ) (x) to engage in any Contract with any (x) Governmental Authority line of business, or (y) director to compete with any Person or officer of the Company or operate in any Subsidiary of the Company or any Affiliate of the Company or holder of 5% or more of the outstanding Sharesgeographical location; (xiv) any mortgageContract relating to the disposition or acquisition, pledgedirectly or indirectly (by merger or otherwise), security agreement, deed of trust or other contract granting a Lien on any material property or assets of the Company by Parent or any Subsidiary of its Subsidiaries after the Company; (xii) any Contract that provides for payments by or to the Company or any Subsidiary date of the Company in excess this Agreement of $500,000 per annum, or the delivery by the Company or any Subsidiary of the Company of goods or services assets with a fair market value in excess of $50,000; (vi) Contract that contains any provision that requires the purchase of all of Parent’s or any of its Subsidiaries’ requirements for a given product or service from a given Third Party, which product or service is material to Parent and its Subsidiaries, taken as a whole; (vii) Contract that obligates Parent or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any Third Party or upon consummation of the Merger will obligate Parent, the Surviving Corporation or any of their respective Subsidiaries to conduct business on an exclusive or preferential basis with any Third Party; (viii) Contracts relating to Indebtedness for borrowed money or any guarantee of any Indebtedness for borrowed money (other than in respect of Indebtedness for borrowed money of a wholly owned Subsidiary of Parent) or loans or other advances to any Person in excess of $500,000 50,000; (ix) Contracts where Parent or any of its Subsidiaries has received or expects to receive $50,000 or more in revenues pursuant to such agreements in the current fiscal year; (x) Contracts with respect to the receipt of any goods and services involving a payment of $50,000 or more per annum; (xi) Employee collective bargaining agreement or other Contract with any labor union; (xii) Joint venture, during alliance, partnership or limited liability company agreements or similar Contracts relating to the remaining term thereof formation, creation, operation, management or control of any joint venture, alliance, partnership or limited liability company that (A) is material to Parent, any of its Subsidiaries or any of its Subsidiaries; (B) is material to any investment in, or other commitment to, any Related Entity of Parent; or (C) would reasonably be expected to require Parent or its Subsidiaries to make expenditures in each case, based on excess of $50,000 or more in the Company’s good faith estimate taking into account payments or deliveries, as applicable, during the calendar year 2014)current fiscal year; (xiii) any customer, client, supply or vendor Contract that involved consideration payable by or to the Company or any Subsidiary of the Company which is not otherwise described in fiscal year 2014 in excess of $500,000 or clauses (i)-(xii) above that is reasonably likely material to involved consideration payable by or to the Company or any Subsidiary of the Company in fiscal year 2015 in excess of $500,000Parent and its Subsidiaries, taken as a whole; andor (xiv) any Contract that restricts or otherwise limits the payment of dividends or other distributions on equity securities, prohibits the pledging of the capital stock Contracts material to the Company Parent’s or any Subsidiary of the Company its Subsidiaries' Intellectual Property owned or prohibits the issuance used by Parent or any of guarantees by any Subsidiary of the Companyits Subsidiaries. (b) Except for All Contracts to which Parent or any of its Subsidiaries is a party to or bound by as of the date of this Agreement that are of the type described in clause (a) above are referred to herein as the “Parent Material Contracts that have expired Contracts.” Except, in each case, as has not, and would not reasonably be expected to have, individually or terminated by their termsin the aggregate, each a Parent Material Contract required to be filed as an exhibit to Adverse Effect, (i) all Parent Material Contracts are valid and binding on Parent and/or the Companyrelevant Subsidiary of Parent that is a party thereto and, to Parent’s Annual Report on Form 10-K for Knowledge, each other party thereto, subject to the year ended December 31Bankruptcy and Equity Exception, 2014 or (ii) any Company SEC Document filed after such Form 10‑K, is valid, all Parent Material Contracts are in full force and effect effect, (iii) Parent and binding upon each of its Subsidiaries has performed all material obligations required to be performed by them under Parent Material Contracts to which they are parties, (iv) to Parent’s Knowledge, each other party to a Parent Material Contract has performed all material obligations required to be performed by it under such Parent Material Contract and (v) no party to any Parent Material Contract has given Parent or any of its Subsidiaries written notice of its intention to cancel, terminate, change the Company scope of rights under or the applicable Company Subsidiaryfail to renew any Parent Material Contract and neither Parent nor any of its Subsidiaries, and nor, to the knowledge Parent’s Knowledge, any other party to any Parent Material Contract, has repudiated in writing any material provision thereof. Since January 1, 2013, neither Parent nor any of the Company, binding upon the other parties thereto in accordance with its terms (except to the extent enforceability may be limited by the effect of applicable bankruptcy, reorganization, insolvency, moratorium or other Laws affecting the enforcement of creditors’ rights generally and the effect of general principles of equity, regardless of whether such enforceability is considered in a proceeding at Law or in equity). The Company and the Company Subsidiaries have not received any claim of a material breach or violation has Knowledge of, or are not in has received written notice of, any violation of or default under (or any condition which with the passage of time or the giving of notice would cause such a violation of or default under or permit termination, modification or acceleration under) any Parent Material ContractContract or any other Contract to which Parent or any of its Subsidiaries is a party or by which Parent, any of its Subsidiaries or any of their respective material properties or assets is bound, except for violations or defaults which that are not, individually or in the aggregate have not resulted in termination of a Material Contract or resulted aggregate, reasonably likely to result in a material liability, nor to the knowledge of the Company does any condition exist that with notice or lapse of time or both would constitute a default thereunder, except for defaults which individually or in the aggregate have not resulted in termination of a Parent Material Contract or resulted in a material liability for the CompanyAdverse Effect.

Contracts. (a) Except for this Agreement Schedule 3.11 lists all agreements, contracts, licenses, instruments, leases, arrangements, understandings, obligations or commitments of the type described below that are currently in effect and except for Contracts filed as exhibits to which the Company SEC Documentsor any Subsidiary is party, other than any Employee Plan, as of the date hereof (collectively, the “Material Contracts”): (i) with respect to the formation, creation, operation, management or control of this Agreementany joint venture, none strategic partnership or similar arrangement (other than the organizational documents of the Company or its Subsidiaries is a party any Subsidiary); (ii) any contract that resulted in aggregate revenues during either of fiscal year 2013 or fiscal year 2014 of [REDACTED]* or can reasonably be expected to result in such amount of revenue during any subsequent fiscal year (based solely on the contract’s terms and the Business as currently conducted and without regard to any expected or bound by forecasted increase in revenues); (iii) any Material Contract, except as set forth in Section 4.12(a) of the Company Disclosure Schedule contract which contains a complete and accurate list of all Material Contracts to or by which the Company or any of its Subsidiaries is a party as of the date of this Agreement. For all purposes of and under this Agreement, a “Material Contract” shall mean any of the following to which obligates the Company or any of the Subsidiaries to make future payments of [REDACTED]* and is not terminable by the Company or the applicable Subsidiary without penalty on thirty (30) days’ or less notice; (iv) relating to Indebtedness of the Company is a party or any Subsidiary, to the extent not relating to Indebtedness that has been, or will at or prior to Closing be, satisfied pursuant to Section 5.8; (v) relating to the acquisition or disposition (by which merger, sale of stock or otherwise) of any assets or capital stock or other equity interests of another Person entered into since the date of formation of the Company or any Subsidiary and through the date hereof; (vi) relating to the pending acquisition or disposition of any corporation, partnership or other business organization or division thereof or a material amount of stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise); (vii) under which the Company or any Subsidiary is, or may become, obligated to pay to any employee (A) any severance pay or (B) any bonus or other special compensation obligations which would become payable by reason of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby; (viii) involving any resolution or settlement of any actual or threatened litigation, arbitration, claim or other dispute involving the Company or one of the Subsidiaries and any other Person; (ix) any contract, other than a pipeline right-of-way or easement, that constitutes a lease of real or personal property used in the Business under which the Company or a Subsidiary is lessor or lessee, which lease cannot be terminated by the Company or the applicable Subsidiary without penalty on thirty (30) days’ or less notice and which involves an annual base rental of [REDACTED]*; or (x) any contract that constitutes a non-competition agreement, area of mutual interest agreement, or any other agreement that purports to restrict, limit, or prohibit the manner in which, or the locations in which, the Company or any of the Subsidiaries of conducts the Company are bound Business, provided, however, that the term “Material Contract” shall not include service or work orders under master service agreements or similar documents that have been fulfilled as of the date of this Agreement. (i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K) required to be filed as an exhibit to the Company SEC Documents, whether hereof and which have no surviving obligations or not filed with the SEC, prior to the date of this Agreement; (ii) any Contract that contains (A) any covenant by the Company or any Subsidiary of the Company not to engage in any line of business or to compete with any Person in any line of business, or (B) “most favored nation,” “exclusivity” or similar provisions; (iii) any contract containing any “earn-out” or other similar contingent payment obligations pursuant to which the Company any Subsidiary of the Company has any remaining liability as of the date of this Agreement that could result, in each case, in payments by the Company or any Subsidiary of the Company after the date of the this Agreement (other than contingent payment arrangements entered into in the ordinary course of business); (iv) any Contract that (1) is material to the Company and its Subsidiaries, taken as a whole, and requires the consent of the other party thereto upon a change in control liabilities of the Company or (2) would require the Company or any successor thereto to make any material payment to another Person upon consummation of a change Subsidiaries that are in control of the Company; (v) any Contract (A) relating to the disposition or acquisition by the Company or any Subsidiary of the Company of assets whose value, in each case, is in excess of $500,000, (B) pursuant to which the Company or any Subsidiary of the Company will acquire any ownership interest in any other Person or other business enterprise other than any Subsidiary of the Companyaddition to, or (C) any contract that involves a joint venturedifferent from, limited liability company or partnership with a third Person; (vi) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other Contracts relating to the borrowing of money or extension of credit, in each case in excess of $500,000, other than (A) accounts receivable obligations and payable liabilities set forth in the ordinary course of business, (B) loans to Subsidiaries of the Company in the ordinary course of business, and (C) extensions of credit to customers applicable master service agreement or from suppliers in the ordinary course of business; (vii) any Contract pursuant to which the Company, Subsidiary of the Company, or any other party thereto has material continuing obligations, rights or interests relating to the research, development, supply, manufacture or marketing of, or collaboration with respect to, any Company product for which the Company or any Subsidiary of the Company is currently engaged in research or development, excluding (A) non-disclosure agreements; (B) agreements with contractors or vendors providing services to the Company or any Subsidiary of the Company, and (C) leases; (viii) any Contract providing for indemnification or guarantee of the obligations of any other Person that would be material to the Company and its Subsidiaries, taken as a whole, other than similar document governing any such contracts entered into in the ordinary course of business consistent with past practice; (ix) any Contract that provides for the grant of a license, service or the development (excluding contracts with employees, consultants and contractors) of any intellectual property of the Company or any Subsidiary of the Company (other than non-exclusive licenses granted to third parties in the ordinary course of business by the Company or any of its Subsidiaries; (x) any Contract with any (x) Governmental Authority or (y) director or officer of the Company or any Subsidiary of the Company or any Affiliate of the Company or holder of 5% or more of the outstanding Shares; (xi) any mortgage, pledge, security agreement, deed of trust or other contract granting a Lien on any material property or assets of the Company or any Subsidiary of the Company; (xii) any Contract that provides for payments by or to the Company or any Subsidiary of the Company in excess of $500,000 per annum, or the delivery by the Company or any Subsidiary of the Company of goods or services with a fair market value in excess in $500,000 per annum, during the remaining term thereof (in each case, based on the Company’s good faith estimate taking into account payments or deliveries, as applicable, during the calendar year 2014); (xiii) any customer, client, supply or vendor Contract that involved consideration payable by or to the Company or any Subsidiary of the Company in fiscal year 2014 in excess of $500,000 or that is reasonably likely to involved consideration payable by or to the Company or any Subsidiary of the Company in fiscal year 2015 in excess of $500,000; and (xiv) any Contract that restricts or otherwise limits the payment of dividends or other distributions on equity securities, prohibits the pledging of the capital stock to the Company or any Subsidiary of the Company or prohibits the issuance of guarantees by any Subsidiary of the Companywork orders. (b) Except for Material Contracts that have expired or terminated by their termsas set forth in Schedule 3.11, each Material Contract required to be filed as an exhibit to (i) the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 or (ii) any Company SEC Document filed after such Form 10‑K, is valid, Material Contracts are in full force and effect and binding upon in accordance with their respective terms; (ii) there are no material defaults under such Material Contracts by the Company or the applicable Company any Subsidiary; (iii) no event has occurred that, and to the knowledge with notice or lapse of the Companytime or both, binding upon the other parties thereto in accordance with its terms (except to the extent enforceability may be limited would constitute a material default under any such Material Contract by the effect of applicable bankruptcyCompany or any Subsidiary; and (iv) to Sellers’ knowledge, reorganization, insolvency, moratorium or other Laws affecting the enforcement of creditors’ rights generally and the effect of general principles of equity, regardless of whether such enforceability is considered in a proceeding at Law or in equity). The Company and the Company Subsidiaries have there has not received any claim of occurred a material breach or violation of, or are not in default by any other Person under any Material Contract, except for defaults which individually or in the aggregate have not resulted in termination of a Material Contract or resulted in a material liability, nor to the knowledge of the Company does any condition exist other event that with notice or lapse of time or both would constitute a material breach or default thereunderby any other Person under any Material Contract. Sellers have made available to Purchaser a true and correct copy of each Material Contract, except for defaults which individually together with any amendments, supplements, schedules and addendums thereto. None of Sellers, the Company or in the aggregate have not resulted in Subsidiaries has received any notice of termination or cancellation of a any Material Contract or resulted in a material liability for the CompanyContract.

Contracts. (ai) Except for this Agreement and except for Contracts filed as exhibits to the Company SEC Documents, Reports or that have expired as of the date of this Agreement, none of the Company or any of its Subsidiaries is a party to or bound by any Material ContractContract as of the date of this Agreement: (A) that would be required to be filed by the Company with the SEC pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act; (B) that is a commitment, except as set forth arrangement or agreement to contribute capital or make additional investments in Section 4.12(aany other Person, other than any such commitment, arrangement or agreement (x) entered into in the ordinary course of business, (y) with respect to wholly owned Subsidiaries of the Company Disclosure Schedule or (z) pursuant to a Contract binding on the Company or any of its Subsidiaries previously made available to Parent or Merger Sub; (C) that contain covenants limiting in any material respect the ability of the Company or any of its Subsidiaries to operate in any business or geographic area (other than covenants limiting the ability of the Company or any of its Subsidiaries to open a store within a 10 miles (or less) radius of an existing store) that, following the Merger, would apply to Parent and its Subsidiaries (other than the Surviving Corporation and its Subsidiaries); (D) that would be required to be disclosed pursuant to Section 404(a) of Regulation S-K under the Exchange Act; (E) that relates to any acquisition by the Company or any of its Subsidiaries of stock or assets of another Person, other than in the ordinary course of business or purchases of inventory, supplies or materials, pursuant to which the Company or any of its Subsidiaries has “earn out” or other contingent or fixed payment obligations, in each case, that could result in payments in excess of $1 million; (F) that provides for indemnification by the Company or any of its Subsidiaries of any Person, except for any such Contract that is entered into in the ordinary course of business; (G) that is a material Contract pursuant to which the Company or any of its Subsidiaries grants “most favored nation” status to a third party; (H) that is an exclusive license or other material Contract under which the Company or any of its Subsidiaries licenses from any third party any Intellectual Property material to the conduct of the business, with annual fees during fiscal year ended January 28, 2011 in excess of $2.5 million, other than off-the-shelf software licenses; (I) evidencing Indebtedness of the Company or any of its Subsidiaries in excess of $1 million other than Indebtedness in respect of capital leases and Intercompany Indebtedness; (J) that contains a complete and accurate list put, call or similar right pursuant to which the Company or any of all Material Contracts its Subsidiaries could be required to purchase or by sell, as applicable, any equity interests of any Person or assets that have a fair market value or purchase price of more than $5 million; (K) that contains any standstill or similar agreement pursuant to which the Company or any of its Subsidiaries has agreed not to acquire assets or securities of another Person, except for any such Contract that is a confidentiality, non-disclosure or similar type of agreement entered into in the ordinary course of business; (L) that is a settlement, conciliation or similar agreement in existence as of the date hereof with any Governmental Entity or otherwise, in each case pursuant to which the Company or any of its Subsidiaries is a party as of obligated to pay consideration after the date of this Agreement. For all purposes Agreement in each case in excess of and under this Agreement, a “Material Contract” shall mean $2.5 million; or (M) other than with respect to any partnership that is wholly owned by the Company or any wholly owned Subsidiary of the following Company, any partnership, joint venture or other similar agreement or arrangement relating to the formation, creation, operation, management or control of any partnership or joint venture in which the Company or any of the its Subsidiaries of the Company is owns more than a party 25% voting or by which any assets of the Company economic interest, or any of the Subsidiaries of the Company are bound as of the date of this Agreement. interest valued at more than $2.5 million without regard to percentage voting or economic interest (ieach Contract described in clauses (A) any “material contract” through (as such term is defined in Item 601(b)(10M) of Regulation S-K) required to be and each Contract filed as an exhibit to the Company SEC Documents, whether or not filed with the SEC, Reports prior to the date of this Agreement;Agreement is referred to herein as a “Company Material Contract”). (ii) any Contract that contains (A) any covenant by the Company or any Subsidiary Each of the Company not to engage in any line of business or to compete with any Person in any line of business, or (B) “most favored nation,” “exclusivity” or similar provisions; (iii) any contract containing any “earn-out” or other similar contingent payment obligations pursuant to which the Company any Subsidiary of the Company has any remaining liability as of the date of this Agreement that could result, in each case, in payments by the Company or any Subsidiary of the Company after the date of the this Agreement (other than contingent payment arrangements entered into in the ordinary course of business); (iv) any Contract that (1) Material Contracts is material to valid and binding on the Company and each of its Subsidiaries, taken as Subsidiaries that is a whole, and requires the consent of the other party thereto upon a change in control of the Company or (2) would require the Company or any successor thereto to make any material payment to another Person upon consummation of a change in control of the Company; (v) any Contract (A) relating and, to the disposition or acquisition by the Company or any Subsidiary of the Company of assets whose value, in each case, is in excess of $500,000, (B) pursuant to which the Company or any Subsidiary of the Company will acquire any ownership interest in any other Person or other business enterprise other than any Subsidiary Knowledge of the Company, or (C) any contract that involves a joint venture, limited liability company or partnership with a third Person; (vi) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other Contracts relating to the borrowing of money or extension of credit, in each case in excess of $500,000, other than (A) accounts receivable and payable in the ordinary course of business, (B) loans to Subsidiaries of the Company in the ordinary course of business, and (C) extensions of credit to customers or from suppliers in the ordinary course of business; (vii) any Contract pursuant to which the Company, Subsidiary of the Company, or any other party thereto has material continuing obligationsand is in full force and effect, rights or interests relating subject to the researchBankruptcy and Equity Exception and except for any such failure to be valid and binding or to be in full force and effect that is not, developmentindividually or in the aggregate, supply, manufacture or marketing of, or collaboration with respect to, reasonably likely to have a Company Material Adverse Effect. There is no default under any Company product for which the Company or any Subsidiary of the Company is currently engaged in research or development, excluding (A) non-disclosure agreements; (B) agreements with contractors or vendors providing services to the Company or any Subsidiary of the Company, and (C) leases; (viii) any Material Contract providing for indemnification or guarantee of the obligations of any other Person that would be material to the Company and its Subsidiaries, taken as a whole, other than any such contracts entered into in the ordinary course of business consistent with past practice; (ix) any Contract that provides for the grant of a license, or the development (excluding contracts with employees, consultants and contractors) of any intellectual property of the Company or any Subsidiary of the Company (other than non-exclusive licenses granted to third parties in the ordinary course of business by the Company or any of its Subsidiaries; (x) any Contract with any (x) Governmental Authority or (y) director or officer of the Company or any Subsidiary of the Company or any Affiliate of the Company or holder of 5% or more of the outstanding Shares; (xi) any mortgageSubsidiaries that is a party thereto or, pledge, security agreement, deed of trust or other contract granting a Lien on any material property or assets of the Company or any Subsidiary of the Company; (xii) any Contract that provides for payments by or to the Company or any Subsidiary of the Company in excess of $500,000 per annum, or the delivery by the Company or any Subsidiary of the Company of goods or services with a fair market value in excess in $500,000 per annum, during the remaining term thereof (in each case, based on the Company’s good faith estimate taking into account payments or deliveries, as applicable, during the calendar year 2014); (xiii) any customer, client, supply or vendor Contract that involved consideration payable by or to the Company or any Subsidiary of the Company in fiscal year 2014 in excess of $500,000 or that is reasonably likely to involved consideration payable by or to the Company or any Subsidiary of the Company in fiscal year 2015 in excess of $500,000; and (xiv) any Contract that restricts or otherwise limits the payment of dividends or other distributions on equity securities, prohibits the pledging of the capital stock to the Company or any Subsidiary of the Company or prohibits the issuance of guarantees by any Subsidiary of the Company. (b) Except for Material Contracts that have expired or terminated by their terms, each Material Contract required to be filed as an exhibit to (i) the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 or (ii) any Company SEC Document filed after such Form 10‑K, is valid, in full force and effect and binding upon the Company or the applicable Company Subsidiary, and to the knowledge Knowledge of the Company, binding upon the any other parties thereto in accordance with its terms (except to the extent enforceability may be limited by the effect of applicable bankruptcyparty thereto, reorganization, insolvency, moratorium or other Laws affecting the enforcement of creditors’ rights generally and the effect of general principles of equity, regardless of whether such enforceability is considered in a proceeding at Law or in equity). The Company and the Company Subsidiaries have not received any claim of a material breach or violation of, or are not in default under any Material Contract, except for defaults which individually or in the aggregate have not resulted in termination of a Material Contract or resulted in a material liability, nor to the knowledge of the Company does any condition exist no event has occurred that with notice or lapse of time or both would constitute a default thereunderthereunder by the Company or any of its Subsidiaries that is a party thereto or, to the Knowledge of the Company, any other party thereto, except for defaults which in each case as is not, individually or in the aggregate aggregate, reasonably likely to have not resulted in termination a Company Material Adverse Effect. Complete and correct copies of a each Company Material Contract have been made available to Parent prior to the date of this Agreement, except for any Contracts the terms of which prohibit its disclosure to any third party or resulted in a material liability for that have expired as of the Companydate of this Agreement.

Contracts. (a) Except for this Agreement and except for Contracts filed as exhibits to Section 3.15(a) of the Company SEC DocumentsDisclosure Letter sets forth, as of the date of this Agreement, none a true, correct and complete list of each of the following Contracts to which any Acquired Company or its Subsidiaries is a party to or bound by any Material Contract, except as set forth in Section 4.12(a) of the Company Disclosure Schedule which contains a complete and accurate list of all Material Contracts to or by which the any Acquired Company or any of its Subsidiaries assets or businesses is a party as of the date of this Agreement. For all purposes of subject or bound (and under this Agreementany amendments, a “Material Contract” shall mean any of the following to which the Company or any of the Subsidiaries of the Company is a party or by which any assets of the Company or any of the Subsidiaries of the Company are bound as of the date of this Agreement.supplements and modifications thereto): (i) any Contract that is a non-competition Contract or other Contract that (A) purports to limit in any material respect either the type of business in which any Acquired Company (or, after the Effective Time, any Parent Company) or any of its Affiliates may engage or the manner or geographic area in which any of them may so engage in any business, (B) would reasonably be expected to require the disposition of any material assets or type of business of any of the Acquired Companies (or, after the Effective Time, any Parent Company) or any of their respective Affiliates in connection with the consummation of the Transactions, (C) is a Contract that grants “most favored nation” or similar status that has had, or would reasonably be expected to have, a material contract” impact on the Acquired Companies, taken as a whole, following the Effective Time, would apply to Parent or any of its Subsidiaries, including any of the Acquired Companies, (D) contains any exclusivity, preferred status or similar provision that prohibits or limits in any material respect the right of any of the Acquired Companies (or, after the Effective Time, would prohibit or limit in any material respect the right of any of the Acquired Companies or the Parent Companies) to make, sell, market, advertise or distribute any products or services, use, transfer, license, distribute or enforce any of their respective Intellectual Property rights or otherwise conduct its business, (E) obligates any of the Acquired Companies to purchase or obtain a minimum or specified amount of any product or service from any Person for more than $500,000 in the aggregate on an annual basis or (F) involves the obligation or potential obligation of any of the Acquired Companies to make any earn-out or similar payments to any Person; (ii) (A) any indenture, loan or credit agreement, security agreement, guarantee, note, mortgage, letter of credit, reimbursement agreement or other Contract, in any such case relating to indebtedness of any Acquired Company having an outstanding principal amount in excess of $1,000,000 (except for such indebtedness between the Acquired Companies or guaranties by any Acquired Company of indebtedness of any other Acquired Company (not including guaranties by any Company Insurance Subsidiary or of indebtedness of any Company Insurance Subsidiary)) or (B) any guarantee by any Company Insurance Subsidiary of indebtedness or any other obligation of any other Acquired Company or other Affiliate of such Company Insurance Subsidiary; (iii) any Contract relating to any joint venture, strategic alliance or partnership material to the Acquired Companies, taken as a whole; (iv) any Contract under which any of the Acquired Companies made payments of more than $750,000 during the fiscal year ended December 31, 2017 or reasonably expects to make payments of more than $750,000 during the fiscal year ending December 31, 2018 and, in either case, is not terminable by any Acquired Company upon notice of sixty (60) days or less without penalty; (v) any Contract under which any of the Acquired Companies received payments of more than $500,000 during the fiscal year ended December 31, 2017 or reasonably expects to receive payments of more than $500,000 during the fiscal year ending December 31, 2018; (vi) (A) any reinsurance treaty or agreement, including any retrocessional agreement, that is material to any Acquired Company pursuant to which any Acquired Company cedes or assumes business, (B) any such term is defined treaty or agreement or instrument that has been funded (in Item 601(b)(10whole or in part) by third party capital or (C) any trust agreement, security agreement or other form of collateral agreement entered into in connection with any Contract covered by the immediately foregoing clauses (A) or (B) (collectively, the “Company Reinsurance Agreements”); (vii) (A) any Contract with any Company Agent that, during the fiscal year ended December 31, 2017, produced insurance policies or contracts issued by an Company Insurance Subsidiary which resulted in greater than five percent (5%) of Regulation S-Kthe Company Insurance Subsidiaries’ gross written premiums for the year ended December 31, 2017 or (B) required any Contract with any Company Agent that is a managing general agency contract or a managing general underwriting contract under applicable Law; (viii) any Contract that provides for any standstill or similar restriction pursuant to be filed which any Acquired Company has agreed to restrictions on the acquisition of assets or securities of another Person or to which another Person has agreed to restrictions on the acquisition of assets or securities of any Acquired Company; (ix) any employment Contract that requires aggregate payments with respect to annual salary and target bonus in excess of $350,000 on an annual basis or is not terminable without cause by any of the Acquired Companies by notice of not more than sixty (60) days or without any termination payment or penalty, or any severance, retention, change in control or similar Contract; (x) any Contract that grants any rights of first refusal, rights of first offer, rights of first negotiation or other similar rights to any Person with respect to any material asset, property or business of the Acquired Companies, taken as an exhibit a whole; (xi) any Contract that relates to the Company SEC Documentsacquisition or disposition of any business, capital stock or assets (whether by merger, sale of stock, sale of assets or not filed otherwise) for aggregate consideration in excess of $3,000,000 under which any of the Acquired Companies has any outstanding earn out, deferred payment, indemnification or contingent obligations, other than this Agreement and any Contract to purchase or sell goods or services in the ordinary course of business consistent with past practice; (xii) any Contract that requires the SEC, prior Acquired Companies to make any capital commitments or capital expenditures in excess of $1,000,000 during any twelve (12) month period following the date of this Agreement; (iixiii) any Contract that contains is a settlement or similar Contract with any Governmental Entity or any other Person to which any of the Acquired Companies or any of its assets or properties is subject with material ongoing obligations of any of the Acquired Companies, taken as a whole; (xiv) any Contract purporting to indemnify or hold harmless any director, officer or employee of any of the Acquired Companies (other than the Company Charter, the Company Regulations and the organizational documents of the Company’s Subsidiaries); (xv) any Contract that is required to be disclosed by the Company pursuant to Item 404 of Regulation S-K under the Securities Act; (xvi) any lease, license, occupancy agreement, sublease, waiver, side letter or guaranty relating to any real property which any Acquired Company leases, uses or occupies or has the right to lease, use or occupy (collectively, the “Company Real Property Leases”); (xvii) any Contract pursuant to which any Intellectual Property right that is material to the Acquired Companies, taken as a whole, is licensed or sold to or by any Acquired Company, other than (A) license agreements for any covenant by the Company or any Subsidiary of the Company not to engage in any line of business or to compete with any Person in any line of businessnon-customized commercially available Software, or (B) “most favored nation,” “exclusivity” Contracts between an Acquired Company, on the one hand, and an employee or similar provisions; (iii) any contract containing any “earn-out” or consultant of an Acquired Company, on the other similar contingent payment obligations pursuant to which the Company any Subsidiary of the Company has any remaining liability as of the date of this Agreement that could resulthand, in each case, in payments by the Company or any Subsidiary of the Company after the date of the this Agreement (other than contingent payment arrangements entered into in the ordinary course of business); (iv) any Contract that (1) is material to the Company and its Subsidiaries, taken as a whole, and requires the consent of the other party thereto upon a change in control of the Company or (2) would require the Company or any successor thereto to make any material payment to another Person upon consummation of a change in control of the Company; (v) any Contract (A) relating to the disposition or acquisition by the Company or any Subsidiary of the Company of assets whose value, in each case, is in excess of $500,000, (B) pursuant to which the Company or any Subsidiary of the Company will acquire any ownership interest in any other Person or other business enterprise other than any Subsidiary of the Company, or (C) any contract that involves a joint venture, limited liability company or partnership consistent with a third Person; (vi) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other Contracts relating to the borrowing of money or extension of credit, in each case in excess of $500,000, other than (A) accounts receivable and payable in the ordinary course of business, (B) loans to Subsidiaries of the Company in the ordinary course of business, past practice and (C) extensions Contracts which contain non-exclusive licenses or sublicenses or sales of credit to customers or from suppliers in the ordinary course of business; (vii) any Contract pursuant to which the such Intellectual Property between an Acquired Company, Subsidiary on the one hand, and a supplier, vendor, agent or broker of the an Acquired Company, or any on the other party thereto has material continuing obligationshand, rights or interests relating to the research, development, supply, manufacture or marketing of, or collaboration with respect to, any Company product for which the Company or any Subsidiary of the Company is currently engaged in research or development, excluding (A) non-disclosure agreements; (B) agreements with contractors or vendors providing services to the Company or any Subsidiary of the Company, and (C) leases; (viii) any Contract providing for indemnification or guarantee of the obligations of any other Person that would be material to the Company and its Subsidiaries, taken as a whole, other than any such contracts entered into in the ordinary course of business consistent with past practice; (ixxviii) any disaster recovery or data center Contract; (xix) any Contract entered into prior to the date hereof that is required to be filed by the Company in a future report to be filed or furnished to the SEC as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act, excluding those compensatory plans described in Item 601(b)(10)(iii) of Regulation S-K under the Securities Act, that has not been filed as an exhibit to or incorporated by reference in the Company SEC Documents filed prior to the date of this Agreement; and (xx) any Contract that provides for would or would reasonably be expected to prevent, materially delay or impair the grant of a license, or the development (excluding contracts with employees, consultants and contractors) of any intellectual property consummation of the Company or any Subsidiary of the Company (other than non-exclusive licenses granted to third parties in the ordinary course of business by the Company or any of its Subsidiaries; (x) any Contract with any (x) Governmental Authority or (y) director or officer of the Company or any Subsidiary of the Company or any Affiliate of the Company or holder of 5% or more of the outstanding Shares; (xi) any mortgage, pledge, security agreement, deed of trust or other contract granting a Lien on any material property or assets of the Company or any Subsidiary of the Company; (xii) any Contract that provides for payments by or to the Company or any Subsidiary of the Company in excess of $500,000 per annum, or the delivery by the Company or any Subsidiary of the Company of goods or services with a fair market value in excess in $500,000 per annum, during the remaining term thereof (in each case, based on the Company’s good faith estimate taking into account payments or deliveries, as applicable, during the calendar year 2014); (xiii) any customer, client, supply or vendor Contract that involved consideration payable by or to the Company or any Subsidiary of the Company in fiscal year 2014 in excess of $500,000 or that is reasonably likely to involved consideration payable by or to the Company or any Subsidiary of the Company in fiscal year 2015 in excess of $500,000; and (xiv) any Contract that restricts or otherwise limits the payment of dividends or other distributions on equity securities, prohibits the pledging of the capital stock to the Company or any Subsidiary of the Company or prohibits the issuance of guarantees by any Subsidiary of the Company. (b) Except for Material Transactions. All Contracts that have expired or terminated by their terms, each Material Contract required to be filed as an exhibit exhibits to (ithe Company SEC Documents have been so filed in a timely manner. Each Contract entered into prior to the date hereof that is required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) the Company’s Annual Report on Form 10of Regulation S-K for under the year ended December 31Securities Act, 2014 excluding those compensatory plans described in Item 601(b)(10)(iii) of Regulation S-K under the Securities Act, and each Contract required to be listed in Section 3.15(a) or Section 3.18(c) of the Company Disclosure Letter is referred to herein as a “Material Company Contract.” (iib) any True, correct and complete copies (subject to apparent redactions) of all Material Company SEC Document filed after such Form 10‑K, Contracts have been made available to Parent in accordance with all applicable Laws. Each Material Company Contract is valid, in full force and effect valid and binding upon the on each Acquired Company or the applicable Company Subsidiaryparty thereto and, and to the knowledge of the Company, each other party thereto and is in full force and effect, except in each case for such failures to be valid and binding upon or to be in full force and effect that, individually or in the other parties thereto in accordance with its terms (except aggregate, have not had, and would not reasonably be expected to have, a Company Material Adverse Effect, subject to the extent enforceability may be limited by the effect of applicable bankruptcy, reorganization, insolvency, moratorium or other Laws affecting the enforcement of creditors’ rights generally and the effect of general principles of equity, regardless of whether such enforceability is considered in a proceeding at Law or in equity)Enforceability Limitations. The Company and has not terminated, waived, amended, released or modified in any respect any provision of any standstill or similar agreement with respect to the Company Subsidiaries have to which it is currently or has, within the twelve (12) months immediately preceding the date hereof, been a party. Except as, individually or in the aggregate, has not received any claim of had, and would not reasonably be expected to have, a material Company Material Adverse Effect, there is no breach or violation of, or are not in default under any Material ContractCompany Contract by any of the Acquired Companies party thereto or, except for defaults which individually or in the aggregate have not resulted in termination of a Material Contract or resulted in a material liability, nor to the knowledge of the Company does Company, any condition exist other party thereto and no event has occurred that with notice or the lapse of time or the giving of notice or both would constitute a breach or default thereunderthereunder by any of the Acquired Companies party thereto or, except for defaults which individually or in to the aggregate have not resulted in termination knowledge of a Material Contract or resulted in a material liability for the Company, any other party thereto.

Contracts. (a) Except for this Agreement and except for Contracts filed as exhibits to Schedule 4.14(a) lists the Company SEC Documents, as of the date of this Agreement, none of the Company or its Subsidiaries is a party to or bound by any Material Contract, except as set forth in Section 4.12(a) of the Company Disclosure Schedule which contains a complete and accurate list of all Material following Contracts to or by which the Company or any of its Subsidiaries is a party as of the date of this Agreement. For all purposes of and under this Agreement(each, a “Material Contract” shall mean any of the following to which the Company or any of the Subsidiaries of the Company is a party or by which any assets of the Company or any of the Subsidiaries of the Company are bound as of the date of this Agreement.”): (i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K) required to be filed as an exhibit Contract relating to the Company SEC Documentslease of personal property to or from any Person that involved rental payment obligations in excess of $50,000 during the years ended December 31, whether 2017 or not filed with the SEC, prior to the date of this Agreement2018; (ii) any Contract that contains (A) any covenant by the Company or any Subsidiary of the Company not to engage in any line of business or to compete with any Person in any line of business, or (B) “most favored nation,” “exclusivity” or similar provisionsReal Property Lease; (iii) any contract containing any “earn-out” Contract to purchase or other similar contingent payment obligations pursuant to which the Company any Subsidiary of the Company has any remaining liability as of the date of this Agreement that could result, in each case, in payments by the Company or any Subsidiary of the Company after the date of the this Agreement (other than contingent payment arrangements entered into in the ordinary course of business)sell real property; (iv) any Contract that except for (1A) is material to the Company and its Subsidiaries, taken as a whole, and requires the consent of the other party thereto upon a change in control purchase orders of the Company or (2) would require the Company its Subsidiaries issued or any successor thereto to make any material payment to another Person upon consummation of a change in control of the Company; (v) any Contract (A) relating to the disposition or acquisition by the Company or any Subsidiary of the Company of assets whose value, in each case, is in excess of $500,000, (B) pursuant to which the Company or any Subsidiary of the Company will acquire any ownership interest in any other Person or other business enterprise other than any Subsidiary of the Company, or (C) any contract that involves a joint venture, limited liability company or partnership with a third Person; (vi) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other Contracts relating to the borrowing of money or extension of credit, in each case in excess of $500,000, other than (A) accounts receivable and payable in the ordinary course of business, (B) loans to Subsidiaries of the Company in the ordinary course of business, and (C) extensions of credit to customers or from suppliers in the ordinary course of business; (vii) any Contract pursuant to which the Company, Subsidiary of the Company, or any other party thereto has material continuing obligations, rights or interests relating to the research, development, supply, manufacture or marketing of, or collaboration with respect to, any Company product for which the Company or any Subsidiary of the Company is currently engaged in research or development, excluding (A) non-disclosure agreements; (B) agreements with contractors or vendors providing services to the Company or any Subsidiary of the Company, and (C) leases; (viii) any Contract providing for indemnification or guarantee of the obligations of any other Person that would be material to the Company and its Subsidiaries, taken as a whole, other than any such contracts entered into received in the ordinary course of business consistent with past practicecommercially reasonable custom and practice associated with companies engaged in similarly situated businesses as the Business for the purchase or sale of supplies, products or goods and (B) Contracts with customers, suppliers or partners entered in the ordinary course of business consistent with commercially reasonable custom and practice associated with companies engaged in similarly situated businesses as the Business, any Contract for the purchase or sale of supplies, products, or goods, or for the furnishing or receipt of services, in each case that involved payment obligations in excess of $100,000 during any twelve (12)-month period; (v) any Contract that involves any partnership, strategic alliance, joint venture or sharing of profits by the Company or any of its Subsidiaries with any other Person; (vi) any Contract under which the Company or its Subsidiaries has made, or that obligations the Company or its Subsidiaries to make, a loan or capital contribution to, or investment in, any Person other than advances to employees in the ordinary course of business consistent with commercially reasonable custom and practice associated with companies engaged in similarly situated businesses as the Business; (vii) any Contract relating to Indebtedness; (viii) any (A) License, (B) Contract pursuant to which the Company or any of its Subsidiaries is obligated to pay royalties to any other Person with respect to any Intellectual Property or (C) any restrictions or other limitations on the Company’s or any of its Subsidiaries’ rights with respect to, or use or disclosure of, any Owned Intellectual Property; (ix) any collective bargaining agreement or other agreement with any union or similar employee representative; (x) any Contract for the employment or engagement of any individual on a full-time, part-time or consulting basis, other than any such Contract that provides for the grant is terminable “at will” or that can be terminated without penalty, liability or premium upon notice of a license, ninety (90) days or the development less; (excluding contracts with employees, consultants and contractorsxi) any powers of any intellectual property attorney or similar grants of the Company or any Subsidiary of the Company (other than non-exclusive licenses granted to third parties in the ordinary course of business agency executed by the Company or any of its Subsidiaries; (xxii) any Contract with any (x) Governmental Authority or (y) director or officer not made in the ordinary course of business consistent with commercially reasonable custom and practice associated with companies engaged in similarly situated businesses as the Company or any Subsidiary of the Company or any Affiliate of the Company or holder of 5% or more of the outstanding Shares; (xi) any mortgage, pledge, security agreement, deed of trust or other contract granting a Lien on any material property or assets of the Company or any Subsidiary of the Company; (xii) any Contract that provides for payments by or to the Company or any Subsidiary of the Company in excess of $500,000 per annum, or the delivery by the Company or any Subsidiary of the Company of goods or services with a fair market value in excess in $500,000 per annum, during the remaining term thereof (in each case, based on the Company’s good faith estimate taking into account payments or deliveries, as applicable, during the calendar year 2014);Business; and (xiii) any customer, client, supply or vendor Contract that involved consideration payable by or to obligating the Company or any Subsidiary of its Subsidiaries: (A) to refrain from competing with any business, (B) to refrain from conducting business in any particular jurisdiction, (C) to refrain from conducting any business with certain parties, or (D) to provide “most favored nations” terms for the Company in fiscal year 2014 in excess benefit of $500,000 or that is reasonably likely to involved consideration payable by or to the Company or any Subsidiary of the Company in fiscal year 2015 in excess of $500,000; and (xiv) any Contract that restricts or otherwise limits the payment of dividends or other distributions on equity securities, prohibits the pledging of the capital stock to the Company or any Subsidiary of the Company or prohibits the issuance of guarantees by any Subsidiary of the CompanyPerson. (b) Except for Material Contracts that have expired The Company has delivered or terminated by their termsmade available to Buyer a true, correct and complete copy of each Material Contract required Contract. Except as set forth on Schedule 4.14(b), with respect to be filed as an exhibit to each such Material Contract: (i) the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 or (ii) any Company SEC Document filed after such Form 10‑K, Material Contract is valid, in full force and effect and constitutes a legal, valid and binding upon obligation of the Company or the applicable Company Subsidiary, and to the knowledge Subsidiary of the CompanyCompany that is a party thereto, binding upon the other parties thereto enforceable in accordance with its terms and conditions, subject to General Principles of Law, Equity and Public Policy; (except to the extent enforceability may be limited by the effect of applicable bankruptcy, reorganization, insolvency, moratorium or other Laws affecting the enforcement of creditors’ rights generally and the effect of general principles of equity, regardless of whether such enforceability is considered in a proceeding at Law or in equity). The Company and the Company Subsidiaries have not received any claim of a material breach or violation of, or are not in default under any Material Contract, except for defaults which individually or in the aggregate have not resulted in termination of a Material Contract or resulted in a material liability, nor to the knowledge ii) none of the Company does or any condition exist that of its Subsidiaries is in breach or default in any material respect under such Material Contract; and (iii) to the Knowledge of Seller Parties, no event has occurred or circumstance exists which, with notice or lapse of time or both both, would constitute such a default thereunderbreach or default, except for defaults which individually or in the aggregate have not resulted in termination of a permit termination, modification, or acceleration, under such Material Contract or resulted in a material liability for the CompanyContract.

Contracts. (a) Except for this Agreement and except for Contracts filed as exhibits Schedule 3.15(a) of the Seller Disclosure Schedule contains, with respect to the Company SEC Documentseach Specified Business, Seller’s good faith estimate, as of the date hereof, of this Agreementthe number of Contracts (other than Programming Agreements, Franchises and Governmental Authorizations) to which Seller or any of its Affiliates or any of their respective Assets are party, bound or subject which are executory and are Related to such Specified Business. Such list represents Seller’s good faith estimate of the number of such Contracts in each of the categories set forth on Schedule 3.15(a) of the Seller Disclosure Schedule, and indicates as to each category, the number of such Contracts that (i) were entered into prior to the Petition Date, (ii) were entered into following the Petition Date or (iii) Relate to any Specified Business and any other business of Seller or its Affiliates, including any part of the Friendco Business. (b) Except as set forth on Schedule 3.15(b) of the Seller Disclosure Schedule, none of the Company or its Subsidiaries is a party to or bound by any Material Contract, except as set forth in Section 4.12(a) Contracts of the Company Disclosure Schedule which contains a complete and accurate list of all Material Contracts to or by which the Company Seller or any of its Subsidiaries is Affiliates Related to a party as of the date of this Agreement. For all purposes of and under this Agreement, a “Material Contract” shall mean Specified Business contains any of the following to which the Company terms or any of the Subsidiaries of the Company is provisions (each such term or provision, a party or by which any assets of the Company or any of the Subsidiaries of the Company are bound as of the date of this Agreement.“Special Term”): (i) consideration payable or receivable by Seller or any “material contract” (as such term is defined of its Affiliates in Item 601(b)(10) excess of Regulation S-K) required to be filed as an exhibit to $100,000 in any twelve month period or in excess of $1,000,000 over the Company SEC Documents, whether or not filed with the SEC, prior to the date of this Agreementremaining term; (ii) any Contract that contains (A) any covenant by limitations on the Company freedom of Seller or any Subsidiary of the Company not to engage in any line of business or its Affiliates to compete with any Person in any line of business, with any Person or (B) “most favored nation,” “exclusivity” in any geographic area, and which would limit the freedom of Buyer or similar provisionsany of its Affiliates to do so after the Closing Date if it were an Assigned Contract; (iii) any contract containing any so-called “earn-outmost favored nation” or other similar contingent payment obligations pursuant to which the Company any Subsidiary of the Company has any remaining liability as of the date of this Agreement that could result, in each case, in payments by the Company provisions or any Subsidiary similar provision requiring Seller or any of the Company its Affiliates to offer a third party terms or concessions at least as favorable as those offered to one or more other parties, or which would require Buyer or any of its Affiliates to do so after the date of the this Agreement (other than contingent payment arrangements entered into in the ordinary course of business)Closing Date if it were an Assigned Contract; (iv) any Contract terms that (1) is do not reflect in all material to the Company and its Subsidiaries, taken as a whole, and requires the consent of the other party thereto upon a change respects those that would be obtained in control of the Company or (2) would require the Company or any successor thereto to make any material payment to another Person upon consummation of a change in control of the Companyarm’s length negotiations; (v) any Contract (A) relating to exclusivity provision or provision that requires the disposition purchase of all or acquisition by the Company a given portion of a party’s requirements or any Subsidiary of the Company of assets whose valueother similar provision that would, in each case, is in excess of $500,000, (B) pursuant to which bind Buyer or its Affiliates after the Company or any Subsidiary of the Company will acquire any ownership interest in any other Person or other business enterprise other than any Subsidiary of the Company, or (C) any contract that involves a joint venture, limited liability company or partnership with a third PersonClosing if it were an Assigned Contract; (vi) any mortgagesterms for the benefit of any members of the Rigas family (except terms for the general benefit of holders of Equity Securities in Seller or any of its Affiliates), indenturesSeller, guarantees, loans any Managed Cable Entity or credit agreements, security agreements any of its or other Contracts relating to their current or former Affiliates or associates (as defined in Rule 405 under the borrowing of money or extension of creditSecurities Act), in each case in excess of $500,000, other than (A) accounts receivable and payable in that would continue to benefit any such Person after the ordinary course of business, (B) loans to Subsidiaries of the Company in the ordinary course of business, and (C) extensions of credit to customers or from suppliers in the ordinary course of businessClosing if it were an Assigned Contract; (vii) any Contract pursuant to which the Company, Subsidiary of the Company, or any other party thereto has material continuing obligations, rights or interests provision relating to the research, development, supply, manufacture or marketing of, or collaboration with respect to, use by third parties of any Company product for which the Company or any Subsidiary of the Company is currently engaged Transferred Assets to provide telephone, Internet or data services other than in research or development, excluding (AContracts with Subscribers of any such services and other than under the Contracts listed on Schedule 3.15(b)(vii) non-disclosure agreements; (B) agreements with contractors or vendors providing services to the Company or any Subsidiary of the Company, and (C) leases;Seller Disclosure Schedule; or (viii) with respect to any Contract providing for indemnification or guarantee entered into following the entry of the Confirmation Order for the Plan or the JV Plan or the 363 Order, any provision that directly or indirectly restricts (or imposes a penalty or loss of benefit upon) the assignment or transfer of the rights or obligations of any other Person that would be material thereunder to the Company and its SubsidiariesBuyer, taken as a whole, other than any such contracts entered into in the ordinary course of business consistent with past practice;Friendco or their Affiliates. (ixc) any Contract that provides for the grant of a license, or the development (excluding contracts with employees, consultants and contractorsSchedule 3.15(c) of any intellectual property the Seller Disclosure Schedule contains a true and complete list, as of the Company or any Subsidiary date hereof, of the Company all Contracts (other than non-exclusive licenses granted Equipment Leases and Programming Agreements) to third parties in the ordinary course of business by the Company which Seller or any of its Subsidiaries;Affiliates or any of their respective Assets are party, bound or subject that Relate to more than one Specified Business or to both a Specified Business and any part of the Friendco Business. (xd) any Contract with any (x) Governmental Authority or (y) director or officer Subject to the entry of the Company or any Subsidiary [Confirmation Order]Transaction Order (and/or the entry of an order prior to Closing pursuant to section 365 of the Company or any Affiliate of Bankruptcy Code authorizing the Company or holder of 5% or more of the outstanding Shares; (xi) any mortgageassumption, pledge, security agreement, deed of trust or other contract granting a Lien on any material property or assets of the Company or any Subsidiary of the Company; (xii) any Contract that provides for payments by or to the Company or any Subsidiary of the Company in excess of $500,000 per annum, or the delivery by the Company or any Subsidiary of the Company of goods or services with a fair market value in excess in $500,000 per annum, during the remaining term thereof (in each case, based on the Company’s good faith estimate taking into account payments or deliveriesretention and/or assignment, as applicable, during the calendar year 2014); (xiii) any customer, client, supply or vendor Contract that involved consideration payable by or to the Company or any Subsidiary of the Company in fiscal year 2014 in excess of $500,000 Assigned Contracts), all Assigned Contracts will be, when assumed by Seller and assigned to Buyer hereunder and under the [Confirmation]Transaction Order (or that is reasonably likely to involved consideration payable by or to the Company or any Subsidiary of the Company in fiscal year 2015 in excess of $500,000; and (xiv) any Contract that restricts or otherwise limits the payment of dividends or such other distributions on equity securities, prohibits the pledging of the capital stock to the Company or any Subsidiary of the Company or prohibits the issuance of guarantees by any Subsidiary of the Company. (b) Except for Material Contracts that have expired or terminated by their terms, each Material Contract required to be filed as an exhibit to (i) the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 or (ii) any Company SEC Document filed after such Form 10‑K, is validorder), in full force and effect and binding upon the Company or the applicable Company Subsidiary, and to the knowledge of the Company, binding upon the other parties will be enforceable against each party thereto in accordance with its the express terms (except to the extent enforceability may be limited by the effect of applicable bankruptcythereof and any violation, reorganization, insolvency, moratorium or other Laws affecting the enforcement of creditors’ rights generally and the effect of general principles of equity, regardless of whether such enforceability is considered in a proceeding at Law or in equity). The Company and the Company Subsidiaries have not received any claim of a material breach or violation ofevent of default, or are not in default under any Material Contractalleged violation, except for defaults which individually breach or in the aggregate have not resulted in termination event of a Material Contract default, or resulted in a material liabilityevent or condition that, nor to the knowledge of the Company does any condition exist that with after notice or lapse of time or both both, would constitute a violation, breach or event of default thereunder, thereunder on the part of Seller or any of its Affiliates existing prior to such assumption and assignment will be fully discharged and Buyer shall have no responsibility therefor except for defaults which any Assumed Cure Costs. To the Knowledge of Seller, no other party to any Contract of Seller or any of its Affiliates is in default, violation or breach of such Contract, and there are no disputes pending or threatened under any such Contract other than those defaults, violations, breaches and disputes that would not, individually or in the aggregate aggregate, reasonably be expected to have not resulted in termination of a Material Adverse Effect. In the last five years, none of Seller or any of its Affiliates has made any material claim under any Contract or resulted in a material liability for pursuant to which any of the CompanyCable Systems were acquired.

Contracts. (a) Except for this Agreement and except for Contracts filed as exhibits to Section 3.15(a) of the Company SEC DocumentsDisclosure Letter sets forth, as of the date of this Agreement, none a true, correct and complete list of each of the following Contracts to which any Acquired Company is a party or to or by which any Acquired Company or any of its assets or businesses is subject or bound (and any amendments, supplements and modifications thereto): (i) any Contract that limits in any material respect either the type of business in which any Acquired Company (or, after the Effective Time, any Parent Company) or any of their respective Affiliates may engage or geographic area in which any of them may so engage in any business; (ii) any indenture, loan or credit agreement, security agreement, guarantee, note, mortgage, letter of credit, reimbursement agreement or other Contract, in any such case relating to indebtedness of any Acquired Company having an outstanding principal amount in excess of $5,000,000 (except for such indebtedness between the wholly owned Acquired Companies or guarantees by the Company or its Subsidiaries a Subsidiary of the indebtedness of any wholly owned Subsidiary of the Company); (iii) any Contract relating to any material joint venture, strategic alliance, partnership or similar agreement (other than any such agreement solely between or among the wholly owned Acquired Companies) and any Contract relating to a Material Affiliate Transaction; (iv) any reinsurance treaty or agreement, including any retrocessional agreement, that is material to the Acquired Companies, taken as a party whole (collectively, the “Company Reinsurance Agreements”); (v) any Contract that relates to the acquisition or disposition of any business, capital stock or assets (whether by merger, sale of stock, sale of assets or otherwise) for aggregate consideration in excess of $5,000,000 under which any of the Acquired Companies has any material outstanding earn out, deferred payment, indemnification or contingent payment obligations, other than this Agreement and any Contract to purchase or sell goods or services in the ordinary course of business consistent with past practice; (vi) any Contract pursuant to which (A) any Acquired Company licenses or otherwise grants rights in or to any Company Owned Intellectual Property that is material to the Acquired Companies, taken as a whole or (B) any Person licenses to any Acquired Company, or otherwise authorizes any Acquired Company to use, any Intellectual Property that is material to the Acquired Companies, taken as a whole (the “Company Intellectual Property Agreements”), in each case other than (x) license agreements for any non-customized commercially available Software, (y) Contracts between an Acquired Company, on the one hand, and an employee or consultant of an Acquired Company, on the other hand, entered into in the ordinary course of business and (z) Contracts which contain non-exclusive licenses or sublicenses of such Intellectual Property between an Acquired Company, on the one hand, and a supplier, vendor, agent or broker of an Acquired Company, on the other hand, entered into in the ordinary course of business consistent with past practice; and (vii) any Contract not otherwise described in any other subsection of this Section 3.15(a) entered into prior to the date hereof that is required to be filed by the Company in a future report to be filed or furnished to the SEC as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act, excluding those compensatory plans described in Item 601(b)(10)(iii) of Regulation S-K under the Securities Act, that has not been filed as an exhibit to or bound incorporated by any Material Contract, except as set forth reference in Section 4.12(a) of the Company Disclosure Schedule which contains a complete and accurate list SEC Documents filed prior to the date of all Material Contracts to this Agreement. (viii) any keepwell or by similar agreement under which the Company or any of its Subsidiaries is a party as has directly guaranteed any liabilities or obligations of the date of this Agreement. For all purposes of and another Person or under this Agreement, a “Material Contract” shall mean which another Person has directly guaranteed any of the following to which the Company liabilities or any of the Subsidiaries of the Company is a party or by which any assets obligations of the Company or any of its Subsidiaries, in each case involving liabilities or obligations in excess of $10,000,000 (other than any contracts under which the Subsidiaries Company or a Subsidiary has guaranteed the liabilities or obligations of a wholly owned Subsidiary of the Company are bound as of the date of this Agreement. (i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K) required to be filed as an exhibit to the Company SEC Documents, whether or not filed with the SEC, prior to the date of this AgreementCompany); (iiix) any Contract that contains prohibits the payment of dividends or distributions in respect of the shares or capital stock of the Company or any of its Subsidiaries, prohibits the pledging of the shares or capital stock of the Company or any Subsidiary of the Company or prohibits the issuance of any guarantee by the Company or any Subsidiary of the Company; (Ax) any covenant Contracts that involve or could reasonably be expected to involve aggregate payments or receipts by or to it and/or its Subsidiaries in excess of $20,000,000 in any twelve month period, other than (x) those terminable on less than ninety (90) days’ notice without payment by the Company or any Subsidiary of the Company not to engage in of any line of business material penalty, (y) any Company Real Property Lease or to compete (z) any Contract with any Person in any line of businessfinancial advisors, investment bankers, attorneys, accountants, consultants, or (B) “most favored nation,” “exclusivity” or similar provisionsother advisors in connection with the Transactions; (iiixi) any contract containing Contracts that would reasonably be expected to, individually or in the aggregate, prevent, materially delay, or materially impede the Company’s ability to consummate the Transactions; (xii) any “earnContracts that constitute collective bargaining agreements; (xiii) any Contracts that involve the provision of material third-out” party administration or other similar contingent payment obligations pursuant policy or claims administration services with respect to which the Company any Subsidiary of the Company has any remaining liability as of the date of this Agreement that could resultinsurance contracts, in each case, in payments by or investment management services to the Company or any Subsidiary of its Subsidiaries; (xiv) any Contracts that provide for the outsourcing of any material function or part of the business of the Company after the date or any of the this Agreement (other than contingent payment arrangements entered into in the ordinary course of business); (iv) any Contract its Subsidiaries that (1) is material to the Company and its Subsidiaries, taken as a whole, and requires necessary for the consent conduct of the other party thereto upon a change in control business of the Company or (2) would require the Company or any successor thereto to make any material payment to another Person upon consummation of a change in control of the Company; (v) any Contract (A) relating to the disposition or acquisition by the Company or any Subsidiary of the Company of assets whose value, in each case, is in excess of $500,000, (B) pursuant to which the Company or any Subsidiary of the Company will acquire any ownership interest in any other Person or other business enterprise other than any Subsidiary of the Company, or (C) any contract that involves a joint venture, limited liability company or partnership with a third Person; (vi) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other Contracts relating to the borrowing of money or extension of credit, in each case in excess of $500,000, other than (A) accounts receivable and payable in the ordinary course of business, (B) loans to Subsidiaries of the Company in the ordinary course of business, and (C) extensions of credit to customers or from suppliers in the ordinary course of business; (vii) any Contract pursuant to which the Company, Subsidiary of the Company, or any other party thereto has material continuing obligations, rights or interests relating to the research, development, supply, manufacture or marketing of, or collaboration with respect to, any Company product for which the Company or any Subsidiary of the Company is currently engaged in research or development, excluding (A) non-disclosure agreements; (B) agreements with contractors or vendors providing services to the Company or any Subsidiary of the Company, and (C) leases; (viii) any Contract providing for indemnification or guarantee of the obligations of any other Person that would be material to the Company and its Subsidiaries, taken as a whole, as currently conducted, other than any such contracts entered into in the ordinary course of business consistent with past practicemanaging agency agreements or managing general underwriting agreements; (ixxv) any material Contract that provides for the grant of a license, or the development (excluding contracts with employees, consultants and contractors) of any intellectual property of the Company or any Subsidiary of the Company (other than non-exclusive licenses granted to third parties in the ordinary course of business by the Company or any of its Subsidiaries; (x) any Contract commitment with any (x) Governmental Authority or (y) director or officer of the Company or any Subsidiary of the Company or any Affiliate of the Company or holder of 5% or more of the outstanding Shares; (xi) any mortgage, pledge, security agreement, deed of trust or other contract granting a Lien on any material property or assets of the Company or any Subsidiary of the Company; (xii) any Contract that provides for payments by or to the Company or any Subsidiary of the Company in excess of $500,000 per annum, or the delivery by the Company or any Subsidiary of the Company of goods or services with a fair market value in excess in $500,000 per annum, during the remaining term thereof (in each case, based on the Company’s good faith estimate taking into account payments or deliveries, as applicable, during the calendar year 2014); (xiii) any customer, client, supply or vendor Contract that involved consideration payable by or to the Company or any Subsidiary of the Company in fiscal year 2014 in excess of $500,000 or that is reasonably likely to involved consideration payable by or to the Company or any Subsidiary of the Company in fiscal year 2015 in excess of $500,000Insurance Regulator; and (xivxvi) any each Contract that restricts or otherwise limits the payment of dividends or other distributions on equity securities, prohibits the pledging of the capital stock entered into prior to the date hereof that is required to be filed by the Company or any Subsidiary as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act excluding those compensatory plans described in Item 601(b)(10)(iii) of Regulation S-K under the Securities Act, and each Contract required to be listed in Section 3.15(a) of the Company or prohibits the issuance of guarantees by any Subsidiary of the CompanyDisclosure Letter is referred to herein as a “Material Company Contract.” (b) Except for Each Material Contracts that have expired or terminated by their terms, each Material Company Contract required to be filed as an exhibit to (i) the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 or (ii) any Company SEC Document filed after such Form 10‑K, is valid, in full force and effect valid and binding upon the on each Acquired Company or the applicable Company Subsidiaryparty thereto and, and to the knowledge of the Company, each other party thereto and is in full force and effect, except in each case for such failures to be valid and binding upon or to be in full force and effect that, individually or in the other parties thereto in accordance with its terms (except aggregate, have not had, and would not reasonably be expected to have, a Company Material Adverse Effect, subject to the extent enforceability may be limited by the effect of applicable bankruptcyEnforceability Limitations. Except as, reorganization, insolvency, moratorium or other Laws affecting the enforcement of creditors’ rights generally and the effect of general principles of equity, regardless of whether such enforceability is considered in a proceeding at Law individually or in equity). The the aggregate, has not had, and would not reasonably be expected to have, a Company and the Company Subsidiaries have not received any claim of a material Material Adverse Effect, there is no breach or violation of, or are not in default under any Material ContractCompany Contract by any of the Acquired Companies party thereto or, except for defaults which individually or in the aggregate have not resulted in termination of a Material Contract or resulted in a material liability, nor to the knowledge of the Company does Company, any other party thereto and no event or condition exist has occurred that with notice or the lapse of time or the giving of notice or both would constitute a breach or default thereunderthereunder by any of the Acquired Companies party thereto or, except for defaults which to the knowledge of the Company, any other party thereto. Except as, individually or in the aggregate have aggregate, has not resulted in termination had, and would not reasonably be expected to have, a Company Material Adverse Effect, the Company and each of a Material Contract or resulted in a material liability for its Subsidiaries, and, to the knowledge of the Company, any other party thereto, has performed all obligations required to be performed by it under each Material Company Contract.

Contracts. (a) Except for this Agreement and except for Contracts filed as exhibits to Section 3.15(a) of the Company SEC DocumentsDisclosure Letter sets forth, as of the date hereof, a true, correct and complete list of this Agreement, none each of the Company or its Subsidiaries is a party to or bound by any Material Contract, except as set forth in Section 4.12(a) of the Company Disclosure Schedule which contains a complete and accurate list of all Material following Contracts to or by which the Company or any of its Subsidiaries is a party as of the date of this Agreement. For all purposes of and under this Agreement, a “Material Contract” shall mean any of the following to which the Company or any of the Subsidiaries of the Company is a party or by which any assets of the Company or any of the Subsidiaries of the Company are bound as of the date of this Agreement.party: (i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K) required to be filed as an exhibit to the Company SEC Documents, whether or not filed with K of the SEC, prior to the date of this Agreement); (ii) any Contract that contains (A) any covenant by relating to Indebtedness of the Company or any Subsidiary of its Subsidiaries (other than intercompany Indebtedness) and having an outstanding principal amount in excess of $500,000 in the Company not to engage in any line aggregate (collectively, “Instruments of business or to compete with any Person in any line of business, or (B) “most favored nation,” “exclusivity” or similar provisionsIndebtedness”); (iii) any contract containing any “earnContract or obligation that (A) is a non-out” competition or other similar contingent payment obligations pursuant exclusive dealing Contract or that otherwise purports to which limit or restrict the Company any Subsidiary ability of the Company has any remaining liability as of the date of this Agreement that could result, in each case, in payments by the Company or any Subsidiary of its Affiliates (including, after the Closing, Parent and its Affiliates) to solicit customers or to conduct business in any market or geographic area or (B) grants or purports to grant any right of first refusal, right of first offer or similar right or (C) contains a “most favored nation” clause or other term providing preferential pricing or treatment to a third party, the termination or breach of which would reasonably be expected to have a material and adverse impact on the Company after the date of the this Agreement (other than contingent payment arrangements entered into in the ordinary course of business)and its Subsidiaries, taken as a whole; (iv) any Contract providing for indemnification that could reasonably be expected to result in payments in excess of $500,000 by the Company or any of its Subsidiaries, other than indemnity provisions in Contracts with customers or suppliers of the Company or any of its Subsidiaries entered into in the Ordinary Course of Business; (1v) is any joint venture or partnership Contract; (vi) any Contract providing for any payments that are conditioned, in whole or in part, on a change of control of the Company or any of its Subsidiaries; (vii) any collective bargaining agreement; (viii) any Contract material to the Company and its Subsidiaries, taken as a whole, and requires providing for the consent outsourcing, contract manufacturing, testing, assembly or fabrication (as applicable) of the other party thereto upon a change in control any products, technology or services of the Company or any of its Subsidiaries; (2ix) would require any Contract material to the Company and its Subsidiaries, taken as a whole, relating to the supply of any item used by the Company or a Subsidiary that is the sole source available to supply such item; (x) any Contract material to the Company and its Subsidiaries, taken as a whole, granting the Company or any successor thereto of its Subsidiaries a license, or other right to make use, any material payment to another Person upon consummation Intellectual Property of a change in control of the Companyany third party (excluding commercially-available, off-the-shelf software); (vxi) any Contract entered into in the last five years providing for the acquisition or divestiture of a business; (Axii) relating any Contract with any Top Supplier or Top Customer; or (xiii) any other Contract not made in the Ordinary Course of Business that would reasonably be expected to materially delay or prevent the consummation of the Merger or any of the transactions contemplated by this Agreement (the Contracts described in clauses (i) through (xiii), together with the Real Property Leases, being referred to herein as “Material Contracts”). (b) True, correct and complete copies of each Material Contract have been made available to Parent. Each Material Contract is valid and binding on the Company and each of its Subsidiaries party thereto and, to the disposition or acquisition by the Company or any Subsidiary of the Company of assets whose value, in each case, is in excess of $500,000, (B) pursuant to which the Company or any Subsidiary of the Company will acquire any ownership interest in any other Person or other business enterprise other than any Subsidiary knowledge of the Company, or (C) any contract that involves a joint venture, limited liability company or partnership with a third Person; (vi) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other Contracts relating to the borrowing of money or extension of credit, in each case in excess of $500,000, other than (A) accounts receivable and payable in the ordinary course of business, (B) loans to Subsidiaries of the Company in the ordinary course of business, and (C) extensions of credit to customers or from suppliers in the ordinary course of business; (vii) any Contract pursuant to which the Company, Subsidiary of the Company, or any other party thereto has thereto, except for such failures to be valid and binding that would not, individually or in the aggregate, reasonably be expected to be material continuing obligations, rights or interests relating to the research, development, supply, manufacture or marketing of, or collaboration with respect to, any Company product for which the Company or any Subsidiary of the Company is currently engaged in research or development, excluding (A) non-disclosure agreements; (B) agreements with contractors or vendors providing services to the Company and its Subsidiaries, taken as a whole. Except as would not, individually or any Subsidiary of in the Companyaggregate, and (C) leases; (viii) any Contract providing for indemnification or guarantee of the obligations of any other Person that would reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, other than there is no breach or default under any such contracts entered into in the ordinary course of business consistent with past practice; (ix) any Material Contract that provides for the grant of a license, or the development (excluding contracts with employees, consultants and contractors) of any intellectual property of the Company or any Subsidiary of the Company (other than non-exclusive licenses granted to third parties in the ordinary course of business by the Company or any of its Subsidiaries; (x) any Contract with any (x) Governmental Authority or (y) director or officer of the Company or any Subsidiary of the Company or any Affiliate of the Company or holder of 5% or more of the outstanding Shares; (xi) any mortgageSubsidiaries party thereto or, pledge, security agreement, deed of trust or other contract granting a Lien on any material property or assets of the Company or any Subsidiary of the Company; (xii) any Contract that provides for payments by or to the Company or any Subsidiary of the Company in excess of $500,000 per annum, or the delivery by the Company or any Subsidiary of the Company of goods or services with a fair market value in excess in $500,000 per annum, during the remaining term thereof (in each case, based on the Company’s good faith estimate taking into account payments or deliveries, as applicable, during the calendar year 2014); (xiii) any customer, client, supply or vendor Contract that involved consideration payable by or to the Company or any Subsidiary of the Company in fiscal year 2014 in excess of $500,000 or that is reasonably likely to involved consideration payable by or to the Company or any Subsidiary of the Company in fiscal year 2015 in excess of $500,000; and (xiv) any Contract that restricts or otherwise limits the payment of dividends or other distributions on equity securities, prohibits the pledging of the capital stock to the Company or any Subsidiary of the Company or prohibits the issuance of guarantees by any Subsidiary of the Company. (b) Except for Material Contracts that have expired or terminated by their terms, each Material Contract required to be filed as an exhibit to (i) the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 or (ii) any Company SEC Document filed after such Form 10‑K, is valid, in full force and effect and binding upon the Company or the applicable Company Subsidiary, and to the knowledge of the Company, binding upon any other party thereto, and no event has occurred that, with the other parties thereto in accordance with its terms (except to lapse of time or the extent enforceability may be limited giving of notice or both, would constitute a breach or default thereunder by the effect Company or any of applicable bankruptcyits Subsidiaries party thereto or, reorganization, insolvency, moratorium or other Laws affecting the enforcement of creditors’ rights generally and the effect of general principles of equity, regardless of whether such enforceability is considered in a proceeding at Law or in equity). The Company and the Company Subsidiaries have not received any claim of a material breach or violation of, or are not in default under any Material Contract, except for defaults which individually or in the aggregate have not resulted in termination of a Material Contract or resulted in a material liability, nor to the knowledge of the Company does Company, any condition exist other party thereto. (c) There are no provisions in any Instrument of Indebtedness that with notice or lapse provide any restrictions on the repayment of time or both would constitute a default the outstanding Indebtedness thereunder, except for defaults which individually or that require that any financial payment (other than payment of outstanding principal and accrued interest) be made in the aggregate have not resulted event of the repayment of the outstanding Indebtedness thereunder prior to expiration. “Indebtedness” means, with respect to any Person, all obligations (including all obligations in termination respect of a Material Contract principal, accrued interest, penalties, prepayment penalties, fees and premiums) of such Person (i) for borrowed money, (ii) evidenced by notes, bonds, debentures or resulted in a material liability similar instruments, (iii) for the Companydeferred purchase price of property, goods or services (other than trade payables or accruals incurred in the Ordinary Course of Business), (iv) under capital leases (in accordance with GAAP), (v) in respect of letters of credit, (vi) under interest rate or currency swap or other derivative or hedging instruments and transactions (valued at the termination value thereof), (vii) secured by any Lien on property or assets owned by such Person, whether or not the obligations secured thereby have been assumed, (viii) under any sale and lease back transaction, Contract to repurchase securities sold or other similar financing transaction and (ix) in the nature of guarantees of the obligations described in clauses (i) through (viii) above of any other Person.

Contracts. (a) Except for this Agreement and except for Contracts filed as exhibits to Section 3.18(a) of the Company SEC DocumentsDisclosure Letter sets forth, as of the date of this Agreementhereof, none of the Company any agreement, lease, license, use or its Subsidiaries is a party to occupancy agreement, contract, note, mortgage, indenture, arrangement or bound by any Material Contract, except as set forth in Section 4.12(a) of the Company Disclosure Schedule which contains a complete and accurate list of all Material Contracts to or by which the Company or any of its Subsidiaries is a party as of the date of this Agreement. For all purposes of and under this Agreementother binding obligation (each, a “Material Contract” shall mean any of the following ”) to which the Company or any of the Company Subsidiaries of the Company is currently a party to or by which any assets of the Company it or any of the Subsidiaries of the Company them are bound as of the date of this Agreement. (i) any “material contract” (as such term otherwise currently bound, that is defined in Item 601(b)(10) of Regulation S-K) required to be not filed as an exhibit to the Company SEC Documents or that is not a Contract which is posted and available for review by Parent as of 12:00 p.m., Chicago time, on January 7, 2010, in the internet based data site maintained by the Company with ▇▇▇▇▇▇▇ Corporation and referred to commonly as the Krusher Data Site (the “Posted Data Room Documents, whether ”): (i) that would be required to be filed by the Company as an exhibit to any Company SEC Document pursuant to Item 601(b)(4) or not filed with 601(b)(10) of Regulation S-K under the SEC, prior to the date of this Agreement; Securities Act; (ii) pursuant to which the Company or any Contract that contains Company Subsidiary (A) licenses or otherwise obtains the right to use the Intellectual Property rights of any covenant other Person (other than licenses for readily available commercial software or licenses of Intellectual Property which are not material to the manufacture or sale by the Company or any Company Subsidiary of any product of the Company not to engage in or any line of business or to compete with any Person in any line of businessCompany Subsidiary), or (B) “most favored nation,” “exclusivity” is restricted in any material respect in its right to use any Company Intellectual Property where any such material restriction would reasonably be expected to result, individually or similar provisions; in the aggregate, in a Company Material Adverse Effect; (iii) that, since January 1, 2003, relates to the acquisition or disposition of any contract containing material business or material real property (whether by merger, sale of stock, sale of assets or otherwise), not including any “disposition which has been reflected in prior financial statements of the Company that have been filed as part of the Company SEC Documents; (iv) that relates to any acquisition of assets or of a business under which there is a future obligation on the part of the Company or any Company Subsidiary which would reasonably be expected to exceed $500,000 under any such Contract, including by means of an earn-out” out or other similar contingent payment obligations pursuant mechanism; (v) purporting to which restrict or prohibit the Company or any Company Subsidiary from engaging or competing in the manufacture, marketing, distribution or sale of any of the Company has any remaining liability as of the date of this Agreement that could resultproducts or services presently manufactured, in each casemarketed, in payments distributed or sold by the Company or any Company Subsidiaries; (vi) that relates to any partnership, joint venture, strategic alliance or other similar arrangement (each a “JV”) in which the Company or any Company Subsidiary is a partner, member or party, excepting any JV with respect to which the Company or the Company Subsidiary which is a partner, member or party thereof has no remaining capital contribution obligation, no unperformed obligation to extend credit, and with respect to which it has no personal liability respecting such JV’s indebtedness, liabilities and obligations; (vii) that evidences or is the primary document under which there arises Indebtedness of the Company or any Company Subsidiary (other than agreements with or among direct or indirect wholly owned Company Subsidiaries) in excess of $1,000,000; (viii) under which the Company or any Company Subsidiary has advanced or loaned any other person the principal sum of more than $1,000,000, not including credit extended to customers in the ordinary course of business; (ix) that includes any guarantee by the Company or any Company Subsidiary of any debt or obligations which are in excess of $500,000 (other than any guarantee by the Company of a Company Subsidiary’s debts or obligations or a guarantee by a Company Subsidiary of the Company’s debts or obligations or another Company after Subsidiary’s debts or obligations); (x) the date performance of which involves expenditures or receipts of the this Agreement (other than contingent payment arrangements Company or any Company Subsidiary in excess of $1,000,000 per year not entered into in the ordinary course of business); ; (ivxi) any Contract that (1) is material to provides for the Company and its Subsidiaries, taken as a whole, and requires the consent of the other party thereto upon a change in control of the Company or (2) would require the Company or any successor thereto to make any material payment to another Person upon consummation of a change in control of the Company; (v) any Contract (A) relating to the disposition or acquisition production by the Company or any Company Subsidiary of any product on an exclusive or requirements basis or the Company of assets whose value, in each case, is in excess of $500,000, (B) pursuant to which purchase by the Company or any Company Subsidiary of the Company will acquire any ownership interest in any other Person product on an exclusive or other business enterprise other than any Subsidiary of the Company, or (C) any contract that involves a joint venture, limited liability company or partnership with a third Person; (vi) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other Contracts relating to the borrowing of money or extension of credit, in each case in excess of $500,000, other than (A) accounts receivable and payable in the ordinary course of business, (B) loans to Subsidiaries of the Company in the ordinary course of businessoutput basis, and (C) extensions of credit to customers or from suppliers in the ordinary course of business; (vii) any Contract pursuant to which the Company, Subsidiary of the Company, or any other party thereto has material continuing obligations, rights or interests relating to the research, development, supply, manufacture or marketing of, or collaboration with respect to, any Company product for which the Company or any Subsidiary of the Company is currently engaged in research or development, excluding (A) non-disclosure agreements; (B) agreements with contractors or vendors providing services to the Company or any Subsidiary of the Company, and (C) leases; (viii) any Contract providing for indemnification or guarantee of the obligations of any other Person that would be material to the Company and its Subsidiaries, taken as a whole, other than any such contracts entered into in the ordinary course of business consistent with past practice; (ix) any Contract that provides for the grant of a license, or the development (excluding contracts with employees, consultants and contractors) of any intellectual property of the Company or any Subsidiary of the Company (other than non-exclusive licenses granted to third parties was not made in the ordinary course of business by the Company or any of its Subsidiaries; Company Subsidiary; (xxii) any Contract with any (x) Governmental Authority or (y) director or officer of the Company or any Subsidiary other employee of the Company or any Affiliate Company Subsidiary earning noncontingent cash compensation in excess of the Company $150,000 per year (including any employment, consulting, retention, severance, change in control, non-competition, termination or holder of 5% indemnification agreements); (xiii) that is a collective bargaining agreement or more of the outstanding Shares; (xi) any mortgage, pledge, security agreement, deed of trust similar labor agreement with a labor union or other contract granting a Lien on any material property or assets labor organization with respect to employees of the Company or any Subsidiary of the Company; Company Subsidiary; (xiixiv) any Contract that provides for payments by or to which the Company or any Company Subsidiary is a party with any Governmental Entity, excepting any such Contract made in the ordinary course of business and not to resolve any claimed liability for breach or violation of any law or regulation of governmental authority; (xv) that grants any party to the Company in excess of $500,000 per annum, Contract or the delivery any other third party “most favored nation” pricing or terms under a Contract which may not be terminated on sixty (60) days or less notice by the Company or any the Company Subsidiary which is a party to such Contract; (xvi) the failure to obtain consent in respect of, individually or in the aggregate, would reasonably be expected to result in a Company Material Adverse Effect and (xvii) that provides for termination, acceleration of payment or other special rights upon the occurrence of a change in control of the Company where such termination, acceleration of goods payment or services with a fair market value in excess in $500,000 per annum, during the remaining term thereof (in each case, based on the Company’s good faith estimate taking into account payments or deliveries, as applicable, during the calendar year 2014); (xiii) any customer, client, supply or vendor Contract that involved consideration payable by or other special right would reasonably be expected to be material to the Company or any Subsidiary of the Company (each such Contract described in fiscal year 2014 in excess of $500,000 or that is reasonably likely to involved consideration payable by or clauses (i) through (xvii), each Contract filed as an exhibit to the Company or any Subsidiary SEC Documents and each of the Posted Data Room Documents that meets the description of any of clauses (i) though (xvii) is referred to herein as a “Company in fiscal year 2015 in excess of $500,000; and (xiv) any Contract that restricts or otherwise limits the payment of dividends or other distributions on equity securities, prohibits the pledging of the capital stock to the Company or any Subsidiary of the Company or prohibits the issuance of guarantees by any Subsidiary of the CompanyMaterial Contract”). (b) Except for Material Contracts that have expired or terminated by their termsA true, correct and complete copy of each Company Material Contract required (and any amendments thereto) has been made available to Parent. Neither the Company nor any Company Subsidiary is in breach of or default under the terms of any Company Material Contract except for such breaches or defaults that, individually or in the aggregate, have not resulted in or would not reasonably be filed as an exhibit expected to (i) result in a Company Material Adverse Effect. To the knowledge of the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 or (ii) no other party to any Company SEC Document filed after Material Contract is in breach of or default (with or without notice or lapse of time, or both) under the terms of any Company Material Contract except for such Form 10‑Kbreaches or defaults that, individually or in the aggregate, have not resulted in or would not reasonably be expected to result in a Company Material Adverse Effect. Each Company Material Contract is valid, in full force and effect a valid and binding upon obligation of the Company or the applicable Company SubsidiarySubsidiary which is party thereto and, and to the knowledge of the Company, binding upon the of each other parties thereto party thereto, and is in accordance with its terms full force and effect, except that (except to the extent enforceability i) such enforcement may be limited by the effect of subject to applicable bankruptcy, insolvency, reorganization, insolvency, moratorium or other Laws affecting the enforcement of similar Laws, now or hereafter in effect, relating to creditors’ rights generally and the effect (ii) equitable remedies of general principles specific performance and injunctive and other forms of equity, regardless of whether such enforceability is considered in a proceeding at Law or in equity). The Company equitable relief may be subject to equitable defenses and the Company Subsidiaries have not received any claim of a material breach or violation of, or are not in default under any Material Contract, except for defaults which individually or in the aggregate have not resulted in termination of a Material Contract or resulted in a material liability, nor to the knowledge discretion of the Company does court before which any condition exist that with notice or lapse of time or both would constitute a default thereunder, except for defaults which individually or in the aggregate have not resulted in termination of a Material Contract or resulted in a material liability for the Companyproceeding therefor may be brought.

Contracts. (a) Except for this Agreement and except for Contracts filed as exhibits to the Filed Company SEC Documents, as of the date of this Agreement, none of the Company or its Subsidiaries is a party to or bound by any Material Contract, except as set forth in Section 4.12(a3.11(a) of the Company Disclosure Schedule which contains Letter sets forth a correct and complete list, and accurate list the Company has made available to Parent correct and complete copies, of all Material Contracts (including all material amendments, modifications, extensions or renewals with respect thereto, but excluding all names, terms and conditions that have been redacted in compliance with the terms of each such Contract or with applicable Legal Requirements governing the sharing of information) to or by which the Company or any of its Subsidiaries Company Subsidiary is a party as of the date of this Agreement. For all purposes of and under this AgreementAgreement (collectively, a the “Material Contract” shall mean any of the following to which the Company or any of the Subsidiaries of the Company is a party or by which any assets of the Company or any of the Subsidiaries of the Company are bound as of the date of this Agreement.Contracts”): (i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K) required to be filed as an exhibit to any report of the Company SEC Documents, whether or not filed with pursuant to the Exchange Act of the type described in Item 601(b) of Regulation S-K promulgated by the SEC, prior to the date of this Agreement; (ii) that contain a covenant restricting the ability of the Company or any Contract that contains Company Subsidiary to compete in any business or with any Person or in any geographic area; (iii) with any Affiliate of the Company; (iv) which primarily relates to (A) the granting to the Company or any covenant Company Subsidiary of any IP License in or to any Company Intellectual Property owned by a third party, with annual license fees of more than $50,000, or (B) the granting by the Company or any Company Subsidiary to a third party of any IP License in or to any Company Intellectual Property, with annual license fees of more than $25,000, excluding “click-wrap” or “shrink-wrap” agreements, agreements contained in or pertaining to “off-the-shelf” Software, or the terms of use or service for any web site; (v) relating to any material joint venture, partnership or other similar arrangement involving co-investment, collaboration or partnering with a third party; (vi) with a Governmental Entity (other than ordinary course Contracts with Governmental Entities as a customer); (vii) pursuant to which any Indebtedness of the Company not to engage in or any line of business Company Subsidiary is outstanding or to compete with any Person in any line of business, may be incurred or (B) “most favored nation,” “exclusivity” or similar provisions; (iii) any contract containing any “earn-out” or other similar contingent payment obligations pursuant to which the Company or any Company Subsidiary has guaranteed any Indebtedness of the Company has any remaining liability as of the date of this Agreement that could result, in each case, in payments by other Person (other than the Company or any Company Subsidiary of the and excluding Company after the date of the this Agreement (other than contingent payment arrangements entered into trade payables arising in the ordinary course of business); (ivviii) any Contract that (1) is material to the Company and its Subsidiaries, taken as a whole, and requires the consent of the other party thereto upon a change in control of the Company or (2) would require the Company or any successor thereto to make any material payment to another Person upon consummation of a change in control of the Company; (v) any Contract (A) relating to the disposition or acquisition by the Company or any Subsidiary of the Company of assets whose value, in each case, is in excess of $500,000, (B) pursuant to which the Company or any Subsidiary of the Company will acquire any ownership interest in any other Person or other business enterprise other than any Subsidiary of the Company, or (C) any contract that involves a joint venture, limited liability company or partnership with a third Person; (vi) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other Contracts relating to the borrowing of money or extension of credit, in each case in excess of $500,000, other than (A) accounts receivable and payable in the ordinary course of business, (B) loans to Subsidiaries of the Company in the ordinary course of business, and (C) extensions of credit to customers or from suppliers in the ordinary course of business; (vii) any Contract pursuant to which the Company, any Company Subsidiary of the Company, or any other party thereto has material continuing obligations, rights or interests relating to the research, development, clinical trial, distribution, supply, manufacture manufacture, marketing or marketing co-promotion of, or collaboration with respect to, any Company product or product candidate for which the Company or any Company Subsidiary of the Company is currently engaged in research or development, excluding including manufacture or supply services or Contracts with contract research organizations for clinical trials-related services; and (ix) which are to any extent executory and relate to (A) non-disclosure agreements; (B) agreements with contractors the disposition or vendors providing services to the Company or any Subsidiary of the Company, and (C) leases; (viii) any Contract providing for indemnification or guarantee of the obligations acquisition of any other Person that would be material to the Company and its Subsidiaries, taken as a wholeassets or properties, other than any such contracts entered into dispositions or acquisitions in the ordinary course of business consistent with past practice; business, or (ixB) any Contract that provides for the grant of a license, or the development (excluding contracts with employees, consultants and contractors) of any intellectual property of the Company or any Subsidiary of the Company (other than non-exclusive licenses granted to third parties in the ordinary course of business by the Company or any of its Subsidiaries; (x) any Contract with any (x) Governmental Authority or (y) director or officer of the Company or any Subsidiary of the Company or any Affiliate of the Company or holder of 5% or more of the outstanding Shares; (xi) any mortgage, pledge, security agreement, deed of trust merger or other contract granting a Lien on any material property or assets of the Company or any Subsidiary of the Company; (xii) any Contract that provides for payments by or to the Company or any Subsidiary of the Company in excess of $500,000 per annum, or the delivery by the Company or any Subsidiary of the Company of goods or services with a fair market value in excess in $500,000 per annum, during the remaining term thereof (in each case, based on the Company’s good faith estimate taking into account payments or deliveries, as applicable, during the calendar year 2014); (xiii) any customer, client, supply or vendor Contract that involved consideration payable by or to the Company or any Subsidiary of the Company in fiscal year 2014 in excess of $500,000 or that is reasonably likely to involved consideration payable by or to the Company or any Subsidiary of the Company in fiscal year 2015 in excess of $500,000; and (xiv) any Contract that restricts or otherwise limits the payment of dividends or other distributions on equity securities, prohibits the pledging of the capital stock to the Company or any Subsidiary of the Company or prohibits the issuance of guarantees by any Subsidiary of the Companybusiness combination transaction. (b) Except for Material Contracts that have expired or terminated by their termsEach Company Contract is valid and binding on the Company and each Company Subsidiary which is party thereto and, to the Knowledge of the Company, each Material Contract required to be filed as an exhibit to (i) the Company’s Annual Report on Form 10-K for the year ended December 31other party thereto, 2014 or (ii) any Company SEC Document filed after such Form 10‑K, and is valid, in full force and effect effect, and binding upon the Company or and each Company Subsidiary has performed all obligations required to be performed by it before the applicable date hereof under each Company SubsidiaryContract and, and to the knowledge Knowledge of the Company, binding upon each other party to each Company Contract has performed all obligations required to be performed by it before the other parties thereto in accordance with its terms (except to the extent enforceability may be limited by the effect of applicable bankruptcy, reorganization, insolvency, moratorium or other Laws affecting the enforcement of creditors’ rights generally and the effect of general principles of equity, regardless of whether date hereof under such enforceability is considered in a proceeding at Law or in equity). The Company and the Company Subsidiaries have not received any claim of a material breach or violation of, or are not in default under any Material Contract, except for defaults which such failures to be in compliance as would not, individually or in the aggregate have not resulted in termination of a Material Contract or resulted aggregate, reasonably be expected to result in a material liabilitybreach thereof. (c) The Company has not received or enjoyed any benefit, nor to inducement or incentive from any Governmental Entity which will, as a result of this Agreement or the knowledge Transactions or the sale of the Company does any condition exist that with notice Real Estate or lapse the cessation of time or both would constitute a default thereunder, except for defaults which individually or the Company’s business operations in the aggregate have not resulted in geographic area where they are currently conducted or the termination of a Material Contract all or resulted substantially all Company employees, result in any clawback, recapture, recoupment, repayment obligation, penalty, Tax or other such liability. (d) The redacted provisions of the copy of the Merck Agreement which has been provided to Parent for review in such redacted form do not include any term which would result in a material liability for reduction of the Companybenefits provided by the Merck Agreement to the Company or Parent from the terms in the unredacted provisions of the Merck Agreement and described in the Summary of Merck Financial Related Information furnished to Parent on the date hereof.

Contracts. (a) Except for this Agreement and except for Contracts filed as exhibits to the Company SEC Documents, as of the date of this Agreement, none of the Company or its Subsidiaries is a party to or bound by any Material Contract, except as set forth in Section 4.12(a) 2.16 of the Company Disclosure Schedule which contains a complete and accurate list Letter lists each Contract of all Material Contracts the following types to or by which the Company or any of its Subsidiaries is a party as of the date of this Agreement. For all purposes of and under this Agreement, a “Material Contract” shall mean any of the following to which the Company or any of the Subsidiaries of the Company is a party or by which any of their respective properties or assets of the Company or any of the Subsidiaries of the Company are is bound as of the date of this Agreement.: (i) any Contract that would be required to be filed by the Company as a “material contract” (as such term is defined in pursuant to Item 601(b)(10) of Regulation S-K) required to be filed as an exhibit to K under the Securities Act or disclosed by the Company SEC Documents, whether or not filed with the SEC, prior to the date of this Agreementon a Current Report on Form 6-K; (ii) any Contract that contains (A) any covenant by that limits the ability of the Company or any Subsidiary of its Subsidiaries (or, following the consummation of the Company not Offer and the other transactions contemplated by this Agreement, would limit the ability of Parent or any of its Subsidiaries) to engage compete in any line of business or to compete with any Person or in any line of businessgeographic area, or (B) that restricts the right of the Company or any of its Subsidiaries (or, following the consummation of the Offer and the other transactions contemplated by this Agreement, that would limit the ability of Parent or any of its Subsidiaries) to use the Company Intellectual Property or to sell to or purchase from any Person or to hire any Person, (C) that contains any “most favored nation,” ”, “exclusivityright of first offer”, “right of first access”, “right of first look” or similar provisions“right of first refusal” terms and conditions (including with respect to pricing) or otherwise contains any type of special discount rights granted by the Company or any of its Subsidiaries, or (D) that contains any exclusivity obligations or restrictions or otherwise limits the freedom or right of the Company or any of its Subsidiaries to sell, distribute, license or manufacture any products or services or any technology or other assets to or for any other Person; (iii) any contract containing any “earn-out” Contract that prohibits the payment of dividends or other similar contingent payment obligations pursuant to which the Company any Subsidiary distributions in respect of the Company has any remaining liability as of the date of this Agreement that could result, in each case, in payments by the Company or any Subsidiary of the Company after the date of the this Agreement (other than contingent payment arrangements entered into in the ordinary course of business); (iv) any Contract that (1) is material to the Company and its Subsidiaries, taken as a whole, and requires the consent of the other party thereto upon a change in control of the Company or (2) would require the Company or any successor thereto to make any material payment to another Person upon consummation of a change in control of the Company; (v) any Contract (A) relating to the disposition or acquisition by the Company or any Subsidiary of the Company of assets whose value, in each case, is in excess of $500,000, (B) pursuant to which the Company or any Subsidiary of the Company will acquire any ownership interest in any other Person or other business enterprise other than any Subsidiary of the Company, or (C) any contract that involves a joint venture, limited liability company or partnership with a third Person; (vi) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other Contracts relating to the borrowing of money or extension of credit, in each case in excess of $500,000, other than (A) accounts receivable and payable in the ordinary course of business, (B) loans to Subsidiaries of the Company in the ordinary course of business, and (C) extensions of credit to customers or from suppliers in the ordinary course of business; (vii) any Contract pursuant to which the Company, Subsidiary of the Company, or any other party thereto has material continuing obligations, rights or interests relating to the research, development, supply, manufacture or marketing of, or collaboration with respect to, any Company product for which the Company or any Subsidiary of the Company is currently engaged in research or development, excluding (A) non-disclosure agreements; (B) agreements with contractors or vendors providing services to the Company or any Subsidiary of the Company, and (C) leases; (viii) any Contract providing for indemnification or guarantee of the obligations of any other Person that would be material to the Company and its Subsidiaries, taken as a whole, other than any such contracts entered into in the ordinary course of business consistent with past practice; (ix) any Contract that provides for the grant of a license, or the development (excluding contracts with employees, consultants and contractors) of any intellectual property capital stock of the Company or any Subsidiary of its Subsidiaries, the pledging of the capital stock or other equity interests of the Company (other than non-exclusive licenses granted to third parties in or any of its Subsidiaries or prohibits the ordinary course issuance of business any guaranty by the Company or any of its Subsidiaries; (iv) each Contract for any joint venture, partnership, strategic alliance, collaboration, joint development, joint commercialization, material research or development project or similar arrangement, excluding, in each case, any material transfer agreements entered into in the Ordinary Course of Business; (v) any shareholders’, investor rights, registration rights, tax receivables or similar or related Contract or arrangement, or any Contract or arrangement relating to the exercise of any voting rights in respect of securities of the Company; (vi) any Contract relating to Indebtedness and having an outstanding principal amount in excess of $300,000; (vii) any Contract entered into since January 1, 2022 that relates to the acquisition or disposition of any material business, a material amount of stock or assets of any Person or any real property (whether by merger, sale of stock, sale of assets or otherwise); (viii) any Contract that by its terms calls for or otherwise may require royalties, milestone payments or similar payments, including upon the achievement of regulatory or commercial milestones, by the Company or any of its Subsidiaries under such Contract; (ix) any Contract pursuant to which the Company or any of its Subsidiaries has continuing “earn-out” or other contingent payment obligations, in each case that could result in payments in excess of $300,000; (x) any Contract with any (x) Governmental Authority or (y) director or officer of that obligates the Company or any Subsidiary of the Company its Subsidiaries to make any capital commitment, loan or any Affiliate of the Company or holder of 5% or more of the outstanding Sharessimilar expenditure; (xi) any mortgage, pledge, security agreement, deed of trust or other contract granting a Lien on Contract with any material property or assets of the Company or any Subsidiary of the CompanyGovernmental Entity; (xii) any Contract with a Top Supplier or involved in the supply or manufacturing of any Product; (xiii) any Contract (1) that relates to the research, testing, clinical trial, development, commercialization, manufacture, marketing, importation, exportation, sale, distribution, supply or license of any Product, including Contracts with contract manufacturing organizations or contract research organizations, or (2) under which clinical, pre-clinical or non-clinical data relating to any Product is or may be generated, and in each case that is material to the Company’s business; (xiv) any Contract that requires a consent to or otherwise contains a provision relating to a “change in control,” or that would prevent, materially delay or impair the consummation of the transactions contemplated by this Agreement; (xv) each lease, sublease or other agreement under which the Company or any of its Subsidiaries leases, subleases or licenses any real property (whether as lessor or lessee); (xvi) each Contract (1) relating to the employment of, or the performance of services by, any Service Provider reasonably expected to receive payments in excess of $250,000 per annum, (2) the terms of which obligate or may in the future obligate the Company or any of its Subsidiaries to make any severance, termination or similar payment to any current or former employee in excess of $250,000 per annum, (3) pursuant to which the Company or any of its Subsidiaries may be obligated to make any bonus or similar payment to any current or former employee or director in excess of $100,000, or (4) that provides for payments indemnification (or reimbursement or advancement of legal fees or expenses) of any current or former officer, director or employee of the Company or any of its Subsidiaries; (xvii) each Contract not otherwise disclosed pursuant to this ‎Section 2.16 requiring or otherwise involving the potential payment by or to the Company or any Subsidiary of the Company in excess its Subsidiaries of more than an aggregate of $500,000 300,000 per annum, or the delivery annum and that is not terminable without penalty by the Company or any Subsidiary of the Company of goods or services with a fair market value in excess in $500,000 per annum, during the remaining term thereof (in each case, based its Subsidiaries on the Company’s good faith estimate taking into account payments or deliveries, as applicable, during the calendar year 2014); (xiii) any customer, client, supply or vendor Contract that involved consideration payable by or to the Company or any Subsidiary of the Company in fiscal year 2014 in excess of $500,000 or that is reasonably likely to involved consideration payable by or to the Company or any Subsidiary of the Company in fiscal year 2015 in excess of $500,000less than 90 days’ notice; and (xivxviii) any Contract that restricts or otherwise limits the payment of dividends or other distributions on equity securities, prohibits the pledging each IP Contract. Each contract of the capital stock type described in clauses ‎(i) through ‎(xviii) is referred to the Company or any Subsidiary of the Company or prohibits the issuance of guarantees by any Subsidiary of the Companyherein as a “Material Contract.” (b) Except for Material Contracts that have expired or terminated by their terms, each Material Contract required to be filed as an exhibit to (i) the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 or (ii) any Company SEC Document filed after such Form 10‑K, Each Material Contract is valid, in full force and effect valid and binding upon on the Company or the applicable Company Subsidiaryand any of its Subsidiaries, as applicable, and to the knowledge of the Company, binding upon the each other parties thereto party thereto, and is in full force and effect and enforceable in accordance with its terms terms; (except to ii) the extent enforceability may be limited by the effect of applicable bankruptcy, reorganization, insolvency, moratorium or other Laws affecting the enforcement of creditors’ rights generally and the effect of general principles of equity, regardless of whether such enforceability is considered in a proceeding at Law or in equity). The Company and the Company Subsidiaries have not received any claim each of a material breach or violation ofits Subsidiaries, or are not in default under any Material Contractand, except for defaults which individually or in the aggregate have not resulted in termination of a Material Contract or resulted in a material liability, nor to the knowledge of the Company, each other party thereto, has performed all material obligations required to be performed by it under each Material Contract; and (iii) there is no default or breach under any Material Contract by the Company does or any of its Subsidiaries or, to the knowledge of the Company, any other party thereto, and no event or condition exist has occurred that with constitutes, or, after notice or lapse of time or both both, would constitute constitute, a default thereunderor breach on the part of the Company or any of its Subsidiaries or, except for defaults which individually or in to the aggregate have not resulted in termination knowledge of a Material Contract or resulted in a material liability for the Company, any other party thereto under any such Material Contract, nor has the Company or any of its Subsidiaries received any notice of any such default, event or condition. The Company has made available to Parent true and complete copies of all written Material Contracts, including all amendments thereto.

Contracts. (a) Except for this Agreement and except for Contracts filed as exhibits to the Company SEC Documents, as of the date of this Agreement, none of the Company or its Subsidiaries is a party to or bound by any Material Contract, except as set forth in Section 4.12(a) 3.15 of the Company Disclosure Schedule which contains a complete and accurate list Letter lists each of all Material the following types of Contracts to or by which the Company or any of its Subsidiaries is a party as of the date of this Agreement. For all purposes of and under this Agreement, a “Material Contract” shall mean any of the following to which the Company or any of the Subsidiaries of the Company is a party or by which any of their respective properties or assets of the Company or any of the Subsidiaries of the Company are is bound as of the date of this Agreement.hereof: (i) any Contract that would be required to be filed by Company as a “material contract” (as such term is defined in pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act or disclosed by Company on a Current Report on Form 8-K) required to be filed as an exhibit to the Company SEC Documents, whether or not filed with the SEC, prior to the date of this Agreement; (ii) any Contract that contains (A) any covenant by noncompetition or exclusive dealing agreements or other agreement or obligation that purports to materially limit or restrict in any respect the ability of Company or any Subsidiary of its Subsidiaries (or, following the consummation of the Company not transactions contemplated by this Agreement, would limit the ability of Purchaser or any of their Subsidiaries, including Surviving Corporation) to engage compete in any line of business that is material to Company or to compete Purchaser or with any Person or in any line geographic area (other than as may be required by Law or any Governmental Entity) or which grants any right of businessfirst refusal, or (B) “most favored nation,” “exclusivity” right of first offer or similar provisionsright; (iii) any contract containing any “earn-out” or other similar contingent payment obligations pursuant to which the Company any Subsidiary of the Company has any remaining liability as of the date of this Agreement that could resultContract for, in each case, in payments by the Company or any Subsidiary of the Company after the date of the this Agreement (other than contingent payment arrangements entered into in the ordinary course of business); (iv) any Contract that (1) is material to the Company and its Subsidiaries, taken as a whole, and requires the consent of the other party thereto upon a change in control of the Company or (2) would require the Company or any successor thereto to make any material payment to another Person upon consummation of a change in control of the Company; (v) any Contract (A) relating to the disposition or acquisition by the Company or any Subsidiary of the Company of assets whose value, in each case, is in excess of $500,000, (B) pursuant to which the Company or any Subsidiary of the Company will acquire any ownership interest in any other Person or other business enterprise other than any Subsidiary of the Company, or (C) any contract that involves a joint venture, limited liability company or partnership with a third Person; (vi) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other Contracts relating to the borrowing of money or extension of credit, in each case in excess of $500,000, other than (A) accounts receivable and payable in the ordinary course of business, (B) loans to Subsidiaries of the Company in the ordinary course of business, and (C) extensions of credit to customers or from suppliers in the ordinary course of business; (vii) any Contract pursuant to which the Company, Subsidiary of the Company, or any other party thereto has material continuing obligations, rights or interests relating to the research, development, supply, manufacture or marketing of, or collaboration with respect to, any Company product for which the Company or any Subsidiary that contemplates, a possible merger, consolidation, reorganization, recapitalization or other business combination, or asset sale or sale of the Company is currently engaged in research or development, excluding (A) non-disclosure agreements; (B) agreements with contractors or vendors providing services to the Company or any Subsidiary of the Company, and (C) leases; (viii) any Contract providing for indemnification or guarantee of the obligations of any other Person that would be material to the Company and its Subsidiaries, taken as a whole, other than any such contracts entered into equity securities not in the ordinary course of business consistent with past practice, with respect to it or any of its Subsidiaries or any Contract which relates to a merger, consolidation, reorganization, recapitalization or other business combination, or asset sale or sale of equity securities and which contains representations, covenants, indemnities or other obligations (including indemnification, “earn-out” or other contingent obligations) that are still in effect; (ixiv) any Contract that provides for relating to the grant borrowing of money by it or any its Subsidiaries or the guarantee by it or any of its Subsidiaries of any such obligation of a license, or the development (excluding contracts with employees, consultants and contractors) of any intellectual property of the Company or any Subsidiary of the Company third party (other than nondeposit liabilities and FHLB borrowings, Contracts pertaining to fully-exclusive licenses granted secured repurchase agreements and Contracts relating to third parties endorsements for payment, guarantees and letters of credit made in the ordinary course of business by the Company consistent with past practice), including any sale and leaseback transactions, capitalized leases and other similar financing transactions; (v) any Contract that involves expenditures or receipts of it or any of its SubsidiariesSubsidiaries in excess of $1,000,000 per year (other than pursuant to Loans (as defined in Section 3.25) originated or purchased by Company and its Subsidiaries in the ordinary course of business consistent with past practice); (xvi) any Contract (other than a Company Plan) with respect to the employment or compensation of any (x) Governmental Authority officers or (y) director or officer of the Company or any Subsidiary of the Company or any Affiliate of the Company or holder of 5% or more of the outstanding Sharesdirectors; (xi) any mortgage, pledge, security agreement, deed of trust or other contract granting a Lien on any material property or assets of the Company or any Subsidiary of the Company; (xiivii) any Contract containing a “most favored nation” clause or other similar term providing preferential pricing or treatment to a party (other than Company or its Subsidiaries) that provides for payments by or is material to the Company or its Subsidiaries; and (viii) any Subsidiary of the Company in excess of $500,000 per annumContract relating to a joint venture, partnership, limited liability company agreement or other similar agreement or arrangement, or relating to the delivery by the Company formation, creation or operation, management or control of any Subsidiary of the Company of goods partnership or services with a fair market value in excess in $500,000 per annumjoint venture, during the remaining term thereof (in each case, based with any third parties, or any Contract which limits payments of dividends. Each Contract of the type described in clauses (i) through (ix) is referred to herein as a “Company Material Contract.” (b) (i) Each Company Material Contract is valid and binding on Company and any of its Subsidiaries to the Company’s good faith estimate taking into account payments or deliveriesextent such Subsidiary is a party thereto, as applicable, during the calendar year 2014); (xiii) any customer, client, supply or vendor Contract that involved consideration payable by or and to the Company or any Subsidiary knowledge of the Company in fiscal year 2014 in excess of $500,000 or that is reasonably likely to involved consideration payable by or to the Company or any Subsidiary of the Company in fiscal year 2015 in excess of $500,000; and (xiv) any Contract that restricts or otherwise limits the payment of dividends or other distributions on equity securities, prohibits the pledging of the capital stock to the Company or any Subsidiary of the Company or prohibits the issuance of guarantees by any Subsidiary of the Company. (b) Except for Material Contracts that have expired or terminated by their terms, each Material Contract required to be filed as an exhibit to (i) the Company’s Annual Report on Form 10-K for the year ended December 31other party thereto, 2014 or (ii) any Company SEC Document filed after such Form 10‑K, and is valid, in full force and effect and binding upon the Company or the applicable Company Subsidiary, and to the knowledge of the Company, binding upon the other parties thereto enforceable in accordance with its terms (terms, except to the extent that validity and enforceability may be limited by the effect of applicable bankruptcy, reorganization, insolvency, moratorium moratorium, reorganization or other similar Laws affecting the enforcement of creditors’ rights generally and the effect of or by general principles of equityequity or by principles of public policy and except where the failure to be valid, regardless of whether such enforceability is considered binding, enforceable and in a proceeding at Law or in equity). The Company full force and the Company Subsidiaries have not received any claim of a material breach or violation ofeffect, or are not in default under any Material Contract, except for defaults which individually or in the aggregate have aggregate, has not resulted in termination of had a Company Material Adverse Effect; and (ii) there is no default under any Company Material Contract by Company or resulted in a material liabilityany of its Subsidiaries or, nor to the knowledge of the Company does Company, any other party thereto, and no event or condition exist has occurred that with constitutes, or, after notice or lapse of time or both both, would constitute constitute, a default thereunderon the part of Company or any of its Subsidiaries or, to the knowledge of Company, any other party thereto under any such Company Material Contract, nor has Company or any of its Subsidiaries received any written notice of any such default, event or condition, or of any termination or non-renewal of any Company Material Contract, except for defaults which where any such default, event or condition, or any such termination or non-renewal, individually or in the aggregate have aggregate, has not resulted in termination had a Company Material Adverse Effect. Company has made available to Purchaser true and complete copies of a all Company Material Contract or resulted in a material liability for the CompanyContracts, including any amendments thereto.

Contracts. (a) Except for this Agreement and except for Contracts filed as exhibits With respect to the Company SEC Documents, as of the date of this Agreement, none of the Company or its Subsidiaries is a party to or bound by any Material every Contract, except as set forth purchase orders and invoices and any third-party or intercompany agreements related to Overhead and Shared Services, that (i) relates to a Material Customer or a Material Vendor, (ii) is a Contract other than a Contract described in Section 4.12(aclause (i) above and that in the most recent fiscal year of Seller resulted in, or is required by its terms in the Company Disclosure Schedule future to result in, the payment or receipt by the Business of more than $500,000 per annum in the aggregate, (iii) restricts the Business from engaging in any business activity or in any geographic area or granting any exclusive distribution or other exclusive rights, (iv) relates to settlement, conciliation and other similar agreements relating to actual or threatened Actions, the performance of which contains a complete and accurate list will involve payment on or after the Closing Date of all Material Contracts consideration in excess of $200,000 or will, on or after the Closing Date impose (or continue to impose) any injunctive or similar equitable relief on the Business or the Transferred Assets, (v) grants to or by which the Company from Seller or any of its Subsidiaries any license or right to use any Transferred Intellectual Property that is a party as material to the conduct of the date of this Agreement. For all purposes of and under this AgreementBusiness, a “Material Contract” shall mean any of the following to which the Company or any of the Subsidiaries of the Company is a party or by which any assets of the Company or any of the Subsidiaries of the Company are bound as of the date of this Agreement. (i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K) required to be filed as an exhibit to the Company SEC Documents, whether or not filed with the SEC, prior to the date of this Agreement; (ii) any Contract that contains (A) any covenant by the Company or any Subsidiary of the Company not to engage in any line of business or to compete with any Person in any line of business, or (B) “most favored nation,” “exclusivity” or similar provisions; (iii) any contract containing any “earn-out” or other similar contingent payment obligations pursuant to which the Company any Subsidiary of the Company has any remaining liability as of the date of this Agreement that could result, in each case, in payments by the Company or any Subsidiary of the Company after the date of the this Agreement (other than contingent payment arrangements any such license entered into in the ordinary course of business); (iv) any Contract that (1) is material to the Company and its Subsidiaries, taken as a whole, and requires the consent of the other party thereto upon a change in control of the Company or (2vi) would require the Company or any successor thereto to make any material payment to another Person upon consummation of a change in control of the Company; (v) any Contract (A) relating to the disposition or acquisition by the Company or any Subsidiary of the Company of assets whose value, in each case, is requires capital expenditures in excess of $500,000, (B) pursuant to which the Company or any Subsidiary 250,000 and is not fully performed as of the Company will acquire any ownership interest date of this Agreement (the Contracts described in any other Person or other business enterprise other than any Subsidiary of the Company, or clauses (Ci) any contract that involves a joint venture, limited liability company or partnership with a third Person; through (vi) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other Contracts relating and in existence on the date hereof are collectively referred to as the borrowing of money or extension of credit, in each case in excess of $500,000, other than (A) accounts receivable and payable in the ordinary course of business“Material Contracts”), (Bx) loans to Subsidiaries of the Company in the ordinary course of business, and (C) extensions of credit to customers or from suppliers in the ordinary course of business; (vii) any Contract pursuant to which the Company, Subsidiary of the Company, or any other party thereto has material continuing obligations, rights or interests relating to the research, development, supply, manufacture or marketing of, or collaboration with respect to, any Company product for which the Company or any Subsidiary of the Company is currently engaged in research or development, excluding (A) non-disclosure agreements; (B) agreements with contractors or vendors providing services to the Company or any Subsidiary of the Company, and (C) leases; (viii) any Contract providing for indemnification or guarantee of the obligations of any other Person that would be material to the Company Seller and its SubsidiariesSubsidiaries have performed their obligations under each Material Contract in all material respects and are not in material breach or default thereunder, taken as a whole, other than any such contracts entered into in the ordinary course of business consistent with past practice; (ixy) any Contract that provides for the grant of a license, or the development (excluding contracts with employees, consultants and contractors) of any intellectual property of the Company or any Subsidiary of the Company (other than non-exclusive licenses granted to third parties in the ordinary course of business by the Company or neither Seller nor any of its Subsidiaries; (x) Subsidiaries has waived any Contract with of its material rights under any (x) Governmental Authority or (y) director or officer of the Company Material Contracts or modified any Subsidiary of the Company material terms thereof and (z) to the Knowledge of Seller, no other party to any Material Contract is in breach or any Affiliate of the Company or holder of 5% or more of the outstanding Shares; (xi) any mortgage, pledge, security agreement, deed of trust or other contract granting a Lien on default in any material property or assets of the Company or any Subsidiary of the Company; (xii) any Contract that provides for payments by or to the Company or any Subsidiary of the Company in excess of $500,000 per annum, or the delivery by the Company or any Subsidiary of the Company of goods or services with a fair market value in excess in $500,000 per annum, during the remaining term thereof (in each case, based on the Company’s good faith estimate taking into account payments or deliveries, as applicable, during the calendar year 2014); (xiii) any customer, client, supply or vendor Contract that involved consideration payable by or to the Company or any Subsidiary of the Company in fiscal year 2014 in excess of $500,000 or that is reasonably likely to involved consideration payable by or to the Company or any Subsidiary of the Company in fiscal year 2015 in excess of $500,000; and (xiv) any Contract that restricts or otherwise limits the payment of dividends or other distributions on equity securities, prohibits the pledging of the capital stock to the Company or any Subsidiary of the Company or prohibits the issuance of guarantees by any Subsidiary of the Companyrespect thereunder. (b) Except for Material Contracts that have expired or terminated by their terms, each Each Material Contract required to be filed as an exhibit to (i) the Company’s Annual Report on Form 10-K for the year ended December 31is legal, 2014 or (ii) any Company SEC Document filed after such Form 10‑Kvalid, is validbinding, in full force and effect and binding upon the Company or the applicable Company Subsidiaryenforceable, and to the knowledge of the Company, binding upon the other parties thereto in accordance with its terms (except to the extent as enforceability may be limited by the effect of applicable bankruptcy, reorganization, insolvency, moratorium fraudulent conveyance, reorganization or other Laws similar laws affecting the enforcement of creditors’ rights generally or by general equitable principles relating to enforceability. (c) Section 3.13(c) of the Seller Disclosure Schedule sets forth (i) each Material Customer, (ii) each Material Vendor, and (iii) each Material Contract, in each case designated by Business Component. To the Knowledge of Seller, since January 1, 2009 through the date hereof, (A) no Material Customer has ceased doing business with the Business or materially decreased the amount of business it does with the Business, and (B) neither Seller nor any of its Subsidiaries has received any written notice from any Material Customer to the effect that (y) there has been any material problem with the service Seller or its Subsidiaries provide to any such Material Customer concerning the Business and (z) any such Material Customer will or intends to materially cease doing business with the Business or materially decrease the amount of general principles business it does with the Business, or terminate or fail to renew any Material Contract (but excluding any such Material Contract that was renewed following such notice); provided, that for the purposes of equityclause (B) of this Section 3.13(c), regardless written notice must be in the form of whether a letter or facsimile signed by an authorized representative of such enforceability is considered in a proceeding at Law or in equity)Material Customer. The Company and To the Company Knowledge of Seller, since January 1, 2009, neither Seller nor any of its Subsidiaries have not has received any claim written notice from any vendor set forth on Section 3.13(c) of the Seller Disclosure Schedule to the effect that such vendor will or intends to terminate or fail to renew any Material Contract; provided, that any such written notice must be in the form of a letter or facsimile signed by an authorized representative of such Material Customer. (d) Other than Overhead and Shared Services, there are no Contracts, or obligations or liabilities under any intercompany accounts payable to or among ICX and Seller or any Seller Subsidiary, and none of the Transferred Assets include Contracts between ICX and Seller or any Seller Subsidiary. (e) Since January 1, 2008, there has not occurred with respect to the ▇▇▇▇▇▇▇™ Inter-Carrier SMS (ICSMS) platform (i) any material operational disruption, (ii) any material delay in implementing any scheduled upgrading or maintenance activities, (iii) any material failure to comply with any performance standards or objectives set forth in any Material Customer Contract, or (iv) any failure to correct any material deficiency or condition of which Seller has Knowledge that would cause or result in any of the foregoing (collectively, a “Platform Failure”), which have resulted, or would reasonably be expected to result, in (1) the issuance of any credits by Seller or any of its Subsidiaries that, in the aggregate, exceed $125,000, (2) a material breach or violation of, or are not in default under of any Material Contract, except for defaults which individually Contract with a customer or in other third party or (3) the aggregate have not resulted in termination payment of a Material Contract or resulted in a any material liability, nor to the knowledge of the Company does any condition exist that with notice or lapse of time or both would constitute a default thereunder, except for defaults which individually or in the aggregate have not resulted in termination of a Material Contract or resulted in a material liability for the Companypenalties.

Contracts. (a) Except for this Agreement and except for Contracts filed as exhibits to Agreement, neither the Company SEC Documentsnor any Company Subsidiary is a party to any Contract required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act (a “Filed Company Contract”) that has not been so filed. (b) Section 3.13(b) of the Company Disclosure Letter sets forth, as of the date of this Agreement, none of a true and complete list, and the Company or its Subsidiaries is a party has made available to or bound by any Material Parent true and complete copies, of (i) each agreement, Contract, except as set forth in Section 4.12(a) of the Company Disclosure Schedule which contains a complete and accurate list of all Material Contracts to understanding, or by which the Company or any of its Subsidiaries is a party as of the date of this Agreement. For all purposes of and under this Agreement, a “Material Contract” shall mean any of the following undertaking to which the Company or any of the Company Subsidiaries is a party that (A) restricts the ability of the Company or the Company Subsidiaries to compete in any business or with any Person in any geographical area in a manner that is material to the Company and the Company Subsidiaries, taken as a whole, (B) would, to the Knowledge of the Company, restrict in any material respect the ability of Parent or any of the Parent Subsidiaries to compete in any business or with any Person in any geographical area after the Effective Time, (C) requires the Company or any Company Subsidiary to conduct any business on a “most favored nations” basis with any third party in a manner that is material to the Company and the Company Subsidiaries, taken as a whole, (D) provides for “exclusivity” or by any similar requirement in favor of any third party in a manner that is material to the Company and the Company Subsidiaries, taken as a whole, or (E) would require disclosure under Item 404 of SEC Regulation S-K, (ii) each loan and credit agreement, Contract, note, debenture, bond, indenture, mortgage, security agreement, pledge, or other similar agreement pursuant to which any assets material Indebtedness of the Company or any of the Company Subsidiaries of is outstanding or may be incurred, other than any such agreement between or among the Company are bound as of and the date of this Agreement. wholly owned Company Subsidiaries, (iiii) any “material contract” each Company Lease, (as such term is defined in Item 601(b)(10iv) of Regulation S-K) required each partnership, joint venture or similar agreement, Contract, understanding or undertaking to be filed as an exhibit to the Company SEC Documents, whether or not filed with the SEC, prior to the date of this Agreement; (ii) any Contract that contains (A) any covenant by which the Company or any Subsidiary of the Company not Subsidiaries is a party relating to engage in the formation, creation, operation, management or control of any line of business partnership or to compete with any Person in any line of business, or (B) “most favored nation,” “exclusivity” or similar provisions; (iii) any contract containing any “earn-out” or other similar contingent payment obligations pursuant to which the Company any Subsidiary of the Company has any remaining liability as of the date of this Agreement that could resultjoint venture, in each case, in payments by the Company or any Subsidiary of the Company after the date of the this Agreement (other than contingent payment arrangements entered into in the ordinary course of business); (iv) any Contract that (1) is material to the Company and its the Company Subsidiaries, taken as a whole, and requires the consent of the other party thereto upon a change in control of the (v) each Company or License Agreement, (2vi) would require each Contract under which the Company or any successor thereto Company Subsidiary provides an express covenant not to make any material payment to another Person upon consummation ▇▇▇ for infringement of a change in control of the Company; Patent Rights, and (vvii) any Contract (A) each agreement, Contract, understanding or undertaking relating to the disposition or acquisition by the Company or any Subsidiary of the Company Subsidiaries of any material business or any material amount of assets whose value(excluding dispositions or acquisitions which were consummated prior to the date of this Agreement and with respect to which there is no ongoing liability or obligation of the Company or any Company Subsidiaries). Each agreement, Contract, understanding or undertaking of the type described in this Section 3.13(b) and each Filed Company Contract is referred to herein as a “Company Material Contract”. (c) Except for matters which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) each Company Material Contract (including, for purposes of this Section 3.13(c), any Contract entered into after the date of this Agreement that would have been a Company Material Contract if such Contract existed on the date of this Agreement) is a valid, binding and legally enforceable obligation of the Company or one of the Company Subsidiaries, as the case may be, and, to the Knowledge of the Company, of the other parties thereto, except, in each case, is in excess of $500,000, (B) pursuant to which the Company or any Subsidiary of the Company will acquire any ownership interest in any other Person or other business enterprise other than any Subsidiary of the Company, or (C) any contract that involves a joint venture, as enforcement may be limited liability company or partnership with a third Person; (vi) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other Contracts relating to the borrowing of money or extension of credit, in each case in excess of $500,000, other than (A) accounts receivable and payable in the ordinary course of business, (B) loans to Subsidiaries of the Company in the ordinary course of business, and (C) extensions of credit to customers or from suppliers in the ordinary course of business; (vii) any Contract pursuant to which the Company, Subsidiary of the Company, or any other party thereto has material continuing obligations, rights or interests relating to the research, development, supply, manufacture or marketing of, or collaboration with respect to, any Company product for which the Company or any Subsidiary of the Company is currently engaged in research or development, excluding (A) non-disclosure agreements; (B) agreements with contractors or vendors providing services to the Company or any Subsidiary of the Company, and (C) leases; (viii) any Contract providing for indemnification or guarantee of the obligations of any other Person that would be material to the Company and its Subsidiaries, taken as a whole, other than any such contracts entered into in the ordinary course of business consistent with past practice; (ix) any Contract that provides for the grant of a license, or the development (excluding contracts with employees, consultants and contractors) of any intellectual property of the Company or any Subsidiary of the Company (other than non-exclusive licenses granted to third parties in the ordinary course of business by the Company or any of its Subsidiaries; (x) any Contract with any (x) Governmental Authority or (y) director or officer of the Company or any Subsidiary of the Company or any Affiliate of the Company or holder of 5% or more of the outstanding Shares; (xi) any mortgageBankruptcy and Equity Exception, pledge, security agreement, deed of trust or other contract granting a Lien on any material property or assets of the Company or any Subsidiary of the Company; (xii) any Contract that provides for payments by or to the Company or any Subsidiary of the Company in excess of $500,000 per annum, or the delivery by the Company or any Subsidiary of the Company of goods or services with a fair market value in excess in $500,000 per annum, during the remaining term thereof (in each case, based on the Company’s good faith estimate taking into account payments or deliveries, as applicable, during the calendar year 2014); (xiii) any customer, client, supply or vendor Contract that involved consideration payable by or to the Company or any Subsidiary of the Company in fiscal year 2014 in excess of $500,000 or that is reasonably likely to involved consideration payable by or to the Company or any Subsidiary of the Company in fiscal year 2015 in excess of $500,000; and (xiv) any Contract that restricts or otherwise limits the payment of dividends or other distributions on equity securities, prohibits the pledging of the capital stock to the Company or any Subsidiary of the Company or prohibits the issuance of guarantees by any Subsidiary of the Company. (b) Except for Material Contracts that have expired or terminated by their terms, each Material Contract required to be filed as an exhibit to (i) the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 or (ii) any each such Company SEC Document filed after such Form 10‑K, Material Contract is valid, in full force and effect and binding upon (iii) none of Company or any of the Company Subsidiaries is (with or the applicable without notice or lapse of time, or both) in breach or default under any such Company SubsidiaryMaterial Contract and, and to the knowledge Knowledge of the Company, binding upon the no other parties thereto in accordance with its terms (except party to the extent enforceability may be limited by the effect of applicable bankruptcy, reorganization, insolvency, moratorium or other Laws affecting the enforcement of creditors’ rights generally and the effect of general principles of equity, regardless of whether any such enforceability is considered in a proceeding at Law or in equity). The Company and the Company Subsidiaries have not received any claim of a material breach or violation of, or are not in default under any Material Contract, except for defaults which individually or in the aggregate have not resulted in termination of a Material Contract is (with or resulted in a material liability, nor to the knowledge of the Company does any condition exist that with without notice or lapse of time time, or both would constitute a both) in breach or default thereunder, except for defaults which individually or in the aggregate have not resulted in termination of a Material Contract or resulted in a material liability for the Company.

Contracts. amend or otherwise modify (aor agree to do so), or violate the terms of, any of the Contracts set forth or described in the respective Disclosure Schedule; Capital Stock: declare, set aside, or pay any dividends on or make any other distributions (whether in cash, stock or property) Except in respect of any Capital Stock, or split, combine or reclassify any Capital Stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for this Agreement and shares of Capital Stock, or repurchase, redeem or otherwise acquire, directly or indirectly, any shares of Capital Stock (or options, warrants or other rights exercisable therefor); Issuances of Capital Stock: issue, grant, deliver or sell or authorize or propose the issuance, grant, delivery or sale of, or purchase or propose the purchase of, any shares of Capital Stock or any securities convertible into, or subscriptions, rights, warrants or Options to acquire, or other agreements or commitments of any character obligating it to issue or purchase any such shares or other convertible securities, except for Contracts filed as exhibits issuances of Company Common Stock pursuant to the exercises of Company SEC Documents, as of the date of this Agreement, none of the Options or Company or its Subsidiaries is a party to or bound by any Material Contract, except as set forth Warrants disclosed in Section 4.12(a2.3(c) of the Company Disclosure Schedule which contains a complete and accurate list of all Material Contracts to or by which the Company or any of its Subsidiaries is a party as of the date of this Agreement. For all purposes of and under this Agreement, a “Material Contract” shall mean any of the following to which the Company or any of the Subsidiaries conversion of the Company is a party or by which any assets Preferred Stock disclosed in Section 2.3(a) of the Company Disclosure Schedule; Amendments to Articles: cause or permit any amendments to such party's articles of the Subsidiaries incorporation or bylaws; Dispositions: sell, lease, license or otherwise dispose of the or encumber any Assets or Property, except for Assets or Property that are not Company are bound as of the date of this Agreement. (i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K) required to be filed as an exhibit to the Company SEC Documents, whether or not filed with the SEC, prior to the date of this Agreement; (ii) any Contract that contains (A) any covenant by the Company or any Subsidiary of the Company not to engage in any line of business or to compete with any Person in any line of business, or (B) “most favored nation,” “exclusivity” or similar provisions; (iii) any contract containing any “earn-out” or other similar contingent payment obligations pursuant to which the Company any Subsidiary of the Company has any remaining liability as of the date of this Agreement that could result, in each case, in payments by the Company or any Subsidiary of the Company after the date of the this Agreement (other than contingent payment arrangements entered into in the ordinary course of business); (iv) any Contract that (1) is material to the Company and its Subsidiaries, taken as a whole, and requires the consent of the other party thereto upon a change in control of the Company or (2) would require the Company or any successor thereto to make any material payment to another Person upon consummation of a change in control of the Company; (v) any Contract (A) relating to the disposition or acquisition by the Company or any Subsidiary of the Company of assets whose value, in each case, is in excess of $500,000, (B) pursuant to which the Company or any Subsidiary of the Company will acquire any ownership interest in any other Person or other business enterprise other than any Subsidiary of the Company, or (C) any contract that involves a joint venture, limited liability company or partnership with a third Person; (vi) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other Contracts relating to the borrowing of money or extension of credit, in each case in excess of $500,000, other than (A) accounts receivable and payable in the ordinary course of business, (B) loans to Subsidiaries of the Company in the ordinary course of business, and (C) extensions of credit to customers or from suppliers in the ordinary course of business; (vii) any Contract pursuant to which the Company, Subsidiary of the Company, or any other party thereto has material continuing obligations, rights or interests relating to the research, development, supply, manufacture or marketing of, or collaboration with respect to, any Company product for which the Company or any Subsidiary of the Company is currently engaged in research or development, excluding (A) non-disclosure agreements; (B) agreements with contractors or vendors providing services to the Company or any Subsidiary of the Company, and (C) leases; (viii) any Contract providing for indemnification or guarantee of the obligations of any other Person that would be material to the Company and its Subsidiaries, taken as a whole, other than any such contracts entered into Intellectual Property in the ordinary course of business consistent with past practice; (ix) any Contract ; provided, that provides for the grant of a license, or the development (excluding contracts with employees, consultants and contractors) of any intellectual property of the Company or any Subsidiary of the Company (other than may enter into non-exclusive licenses granted of Company Intellectual Property with licensees (A) in the ordinary course of the Company's business consistent with past practice and (B) outside of the ordinary course of the 34 Company's business consistent with past practice with the prior written consent of Parent, which consent shall not be unreasonably withheld or delayed; Indebtedness: incur any indebtedness for borrowed money or guarantee any such indebtedness, issue or sell any debt securities or options, warrants, calls or other rights to third parties acquire any debt securities or guarantee any debt securities of others, enter into any "keep well" or other agreement to maintain any financial statement condition, or enter into any arrangement having the economic effect of any of the foregoing other than in connection with the financing of ordinary course trade payables and capital equipment leases consistent with past practice; Loans: grant any loans to others or purchase debt securities of others or amend the terms of any outstanding loan agreement; Payment of Obligations: pay, discharge or satisfy any claim or Liability arising other than in the ordinary course of business, other than the payment, discharge or satisfaction of Liabilities reflected or reserved against in such respective party's Financials or incurred since the date of the Current Balance Sheet in the ordinary course of business and reasonable expenses incurred in connection with the transactions contemplated by this Agreement; Expenditures: make any expenditures or enter into any commitment or transaction exceeding $25,000 individually or $50,000 in the aggregate as to the Company and $2,500 individually or $5,000 in the aggregate as to the Parent; Insurance: reduce the amount of any insurance coverage provided by existing insurance policies; Employees: hire or terminate any Employees, or encourage any Company Employees to resign from the Company, other than Non-Continuing Employees; Severance Arrangements: grant or increase or modify in favor of its Subsidiaries; (x) any Employee any severance or termination pay to any Employee except payments made pursuant to standard written agreements or plans outstanding on the date hereof and disclosed in the respective party's Disclosure Schedule; Employee Contracts: enter into or amend any Contract with any (x) Governmental Authority or (y) officer, director or employee; Employee Plans: adopt or amend any Employee Plan, enter into any employment Contract, pay or agree to pay any special bonus or special remuneration to any director, officer or Employee, or increase the salaries, wage rates, or other compensation of its Employees except payments made pursuant to standard written agreements in place on the date hereof and disclosed in the respective party's Disclosure Schedule; Litigation: commence or settle any litigation (other than a lawsuit for breach of this Agreement); Taxes: make or change any material election in respect of Taxes, adopt or change any accounting method in respect of Taxes, enter into any closing agreement, settle or compromise any claim or assessment in respect of Taxes, or consent to any extension or waiver of the Company limitation period applicable to any claim or any Subsidiary assessment in respect of the Company Taxes; Acquisitions: acquire or any Affiliate of the Company agree to acquire by merging or holder of 5% or more of the outstanding Shares; (xi) any mortgage, pledge, security agreement, deed of trust or other contract granting a Lien on any material property or assets of the Company or any Subsidiary of the Company; (xii) any Contract that provides for payments by or to the Company or any Subsidiary of the Company in excess of $500,000 per annumconsolidating with, or the delivery by the Company purchasing any assets or any Subsidiary of the Company of goods or services with a fair market value in excess in $500,000 per annum, during the remaining term thereof (in each case, based on the Company’s good faith estimate taking into account payments or deliveries, as applicable, during the calendar year 2014); (xiii) any customer, client, supply or vendor Contract that involved consideration payable by or to the Company or any Subsidiary of the Company in fiscal year 2014 in excess of $500,000 or that is reasonably likely to involved consideration payable by or to the Company or any Subsidiary of the Company in fiscal year 2015 in excess of $500,000; and (xiv) any Contract that restricts or otherwise limits the payment of dividends or other distributions on equity securities, prohibits the pledging of the capital stock to the Company or any Subsidiary of the Company or prohibits the issuance of guarantees by any Subsidiary of the Company. (b) Except for Material Contracts that have expired or terminated by their terms, each Material Contract required to be filed as an exhibit to (i) the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 or (ii) any Company SEC Document filed after such Form 10‑K, is valid, in full force and effect and binding upon the Company or the applicable Company Subsidiary, and to the knowledge of the Company, binding upon the other parties thereto in accordance with its terms (except to the extent enforceability may be limited by the effect of applicable bankruptcy, reorganization, insolvency, moratorium or other Laws affecting the enforcement of creditors’ rights generally and the effect of general principles of equity, regardless of whether such enforceability is considered in a proceeding at Law or in equity). The Company and the Company Subsidiaries have not received any claim of a material breach or violation securities of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets which are not in default under any Material Contractmaterial, except for defaults which individually or in the aggregate have not resulted in termination of a Material Contract or resulted in a material liabilityaggregate, nor to the knowledge respective party's business; Revaluation: revalue any of its assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable; or Other: take or agree in writing or otherwise to take, any of the Company does actions described in Section 4.1(a) through Section 4.1(u) above, or any condition exist other action that with notice would prevent the respective party from performing, or lapse of time or both would constitute a default thereundercause the respective party not to perform, except for defaults which individually or in the aggregate have not resulted in termination of a Material Contract or resulted in a material liability for the Companyits covenants and agreements hereunder.

Contracts. (a) Except for this Agreement and except for Contracts filed as exhibits to the Company SEC Documents, as Section 4.14 of the date of this Agreement, none Purchaser Disclosure Letter lists each of the Company or its Subsidiaries is a party to or bound by any Material Contract, except as set forth in Section 4.12(a) following types of the Company Disclosure Schedule which contains a complete and accurate list of all Material Contracts to or by which the Company Purchaser or any of its Subsidiaries is a party as of the date of this Agreement. For all purposes of and under this Agreement, a “Material Contract” shall mean any of the following to which the Company or any of the Subsidiaries of the Company is a party or by which any of their respective properties or assets of the Company or any of the Subsidiaries of the Company are is bound as of the date of this Agreement.hereof: (i) any Contract that would be required to be filed by Purchaser as a “material contract” (as such term is defined in pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act or disclosed by Purchaser on a Current Report on Form 8-K) required to be filed as an exhibit to the Company SEC Documents, whether or not filed with the SEC, prior to the date of this Agreement; (ii) any Contract that contains (A) any covenant by materially limits the Company ability of Purchaser or any Subsidiary of its Subsidiaries (or, following the consummation of the Company not transactions contemplated by this Agreement, would limit the ability of Purchaser or any of their Subsidiaries, including Surviving Corporation) to engage compete in any material line of business or to compete with any Person or in any line geographic area (other than as may be required by Law or any Governmental Entity) or which grants any right of businessfirst refusal, or (B) “most favored nation,” “exclusivity” right of first offer or similar provisionsright or that limits or purports to limit the ability of Purchaser or any of its Subsidiaries (or, following consummation of the transactions contemplated hereby, Surviving Corporation) to own, operate, sell, transfer, pledge or otherwise dispose of any assets or business; (iii) any contract containing any “earn-out” or other similar contingent payment obligations pursuant to which the Company any Subsidiary of the Company has any remaining liability as of the date of this Agreement that could resultContract for, in each case, in payments by the Company or any Subsidiary of the Company after the date of the this Agreement (other than contingent payment arrangements entered into in the ordinary course of business); (iv) any Contract that (1) is material to the Company and its Subsidiaries, taken as a whole, and requires the consent of the other party thereto upon a change in control of the Company or (2) would require the Company or any successor thereto to make any material payment to another Person upon consummation of a change in control of the Company; (v) any Contract (A) relating to the disposition or acquisition by the Company or any Subsidiary of the Company of assets whose value, in each case, is in excess of $500,000, (B) pursuant to which the Company or any Subsidiary of the Company will acquire any ownership interest in any other Person or other business enterprise other than any Subsidiary of the Company, or (C) any contract that involves a joint venture, limited liability company or partnership with a third Person; (vi) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other Contracts relating to the borrowing of money or extension of credit, in each case in excess of $500,000, other than (A) accounts receivable and payable in the ordinary course of business, (B) loans to Subsidiaries of the Company in the ordinary course of business, and (C) extensions of credit to customers or from suppliers in the ordinary course of business; (vii) any Contract pursuant to which the Company, Subsidiary of the Company, or any other party thereto has material continuing obligations, rights or interests relating to the research, development, supply, manufacture or marketing of, or collaboration with respect to, any Company product for which the Company or any Subsidiary that contemplates, a possible merger, consolidation, reorganization, recapitalization or other business combination, or asset sale or sale of the Company is currently engaged in research or development, excluding (A) non-disclosure agreements; (B) agreements with contractors or vendors providing services to the Company or any Subsidiary of the Company, and (C) leases; (viii) any Contract providing for indemnification or guarantee of the obligations of any other Person that would be material to the Company and its Subsidiaries, taken as a whole, other than any such contracts entered into equity securities not in the ordinary course of business consistent with past practice, with respect to it or any of its Subsidiaries or any Contract which relates to a merger, consolidation, reorganization, recapitalization or other business combination, or asset sale or sale of equity securities and which contains representations, covenants, indemnities or other obligations (including indemnification, “earn-out” or other contingent obligations) that are still in effect; (ixiv) any Contract that provides for relating to the grant borrowing of money by it or any its Subsidiaries or the guarantee by it or any of its Subsidiaries of any such obligation of a license, or the development (excluding contracts with employees, consultants and contractors) of any intellectual property of the Company or any Subsidiary of the Company third party (other than nondeposit liabilities and FHLB borrowings, Contracts pertaining to fully-exclusive licenses granted secured repurchase agreements and Contracts relating to third parties endorsements for payment, guarantees and letters of credit made in the ordinary course of business by the Company or consistent with past practice), including any of its Subsidiaries;sale and leaseback transactions, capitalized leases and other similar financing transactions; and (xv) any Contract with any (x) Governmental Authority or (y) director or officer of the Company or any Subsidiary of the Company or any Affiliate of the Company or holder of 5% or more of the outstanding Shares; (xi) any mortgagerelating to a joint venture, pledgepartnership, security agreement, deed of trust limited liability company agreement or other contract granting a Lien on any material property similar agreement or assets of the Company arrangement, or any Subsidiary of the Company; (xii) any Contract that provides for payments by or relating to the Company formation, creation or operation, management or control of any Subsidiary of the Company in excess of $500,000 per annumpartnership or joint venture, or the delivery by the Company or any Subsidiary of the Company of goods or services with a fair market value in excess in $500,000 per annum, during the remaining term thereof (in each case, based with any third parties, or any Contract which limits payments of dividends. Each Contract of the type described in clauses (i) through (v) is referred to herein as a “Purchaser Material Contract.” (b) (i) Each Purchaser Material Contract is valid and binding on Purchaser and any of its Subsidiaries to the Company’s good faith estimate taking into account payments or deliveriesextent such Subsidiary is a party thereto, as applicable, during the calendar year 2014); (xiii) any customer, client, supply or vendor Contract that involved consideration payable by or and to the Company or any Subsidiary knowledge of the Company in fiscal year 2014 in excess of $500,000 or that is reasonably likely to involved consideration payable by or to the Company or any Subsidiary of the Company in fiscal year 2015 in excess of $500,000; and (xiv) any Contract that restricts or otherwise limits the payment of dividends or other distributions on equity securities, prohibits the pledging of the capital stock to the Company or any Subsidiary of the Company or prohibits the issuance of guarantees by any Subsidiary of the Company. (b) Except for Material Contracts that have expired or terminated by their termsPurchaser, each Material Contract required to be filed as an exhibit to (i) the Company’s Annual Report on Form 10-K for the year ended December 31other party thereto, 2014 or (ii) any Company SEC Document filed after such Form 10‑K, and is valid, in full force and effect and binding upon the Company or the applicable Company Subsidiary, and to the knowledge of the Company, binding upon the other parties thereto enforceable in accordance with its terms (terms, except to the extent that validity and enforceability may be limited by the effect of applicable bankruptcy, reorganization, insolvency, moratorium moratorium, reorganization or other similar Laws affecting the enforcement of creditors’ rights generally and the effect of or by general principles of equityequity or by principles of public policy and except where the failure to be valid, regardless of whether such enforceability is considered binding, enforceable and in a proceeding at Law or in equity). The Company full force and the Company Subsidiaries have not received any claim of a material breach or violation ofeffect, or are not in default under any Material Contract, except for defaults which individually or in the aggregate have aggregate, has not resulted in termination of had a Purchaser Material Adverse Effect; and (ii) there is no default under any Purchaser Material Contract by Purchaser or resulted in a material liabilityany of its Subsidiaries or, nor to the knowledge of the Company does Purchaser, any other party thereto, and no event or condition exist has occurred that with constitutes, or, after notice or lapse of time or both both, would constitute constitute, a default thereunderon the part of Purchaser or any of its Subsidiaries or, to the knowledge of Purchaser, any other party thereto under any such Purchaser Material Contract, nor has Purchaser or any of its Subsidiaries received any written notice of any such default, event or condition, or of any termination or non-renewal of any Purchaser Material Contract, except for defaults which where any such default, event or condition, or any such termination or non-renewal, individually or in the aggregate have aggregate, has not resulted in termination had a Purchaser Material Adverse Effect. Purchaser has made available to Company a true and complete copy of a any Purchaser Material Contract or resulted in a material liability for Contracts, including any amendments thereto, to the extent requested by Company.

Contracts. (a) Except for As of the date of this Agreement and except for Contracts Agreement, neither Cedar nor any Cedar Subsidiary is a party to any Contract required to be filed by Cedar as exhibits a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Company SEC DocumentsSecurities Act (a “Filed Cedar Contract”) that has not been so filed. (b) Section 3.14 of the Cedar Disclosure Letter sets forth, as of the date of this Agreement, none a true and complete list, and Cedar has made available to Pine true and complete copies, of (i) other than Cedar Permits imposing geographical limitations on operations, each agreement, Contract, understanding, or undertaking to which Cedar or any of the Company or its Cedar Subsidiaries is a party to or bound by any Material Contract, except as set forth in Section 4.12(a) of the Company Disclosure Schedule which contains a complete and accurate list of all Material Contracts to or by which the Company or any of its Subsidiaries is a party as of the date of this Agreement. For all purposes of and under this Agreement, a “Material Contract” shall mean any of the following to which the Company or any of the Subsidiaries of the Company is a party or by which any assets of the Company or any of the Subsidiaries of the Company are bound as of the date of this Agreement. (i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K) required to be filed as an exhibit to the Company SEC Documents, whether or not filed with the SEC, prior to the date of this Agreement; (ii) any Contract that contains (A) any covenant by the Company or any Subsidiary of the Company not to engage restricts in any line material respect the ability of Cedar or its Affiliates to compete in any business or to compete with any Person in any line of businessgeographical area, (ii) each loan and credit agreement, Contract, note, debenture, bond, indenture, mortgage, security agreement, pledge, or (B) “most favored nation,” “exclusivity” other similar agreement pursuant to which any material Indebtedness of Cedar or similar provisions; any of the Cedar Subsidiaries is outstanding or may be incurred, other than any such agreement between or among Cedar and the wholly owned Cedar Subsidiaries, (iii) any contract containing any “earn-out” each partnership, joint venture or other similar contingent payment obligations pursuant agreement, Contract, understanding or undertaking to which the Company Cedar or any Subsidiary of the Company has Cedar Subsidiaries is a party relating to the formation, creation, operation, management or control of any remaining liability as partnership or joint venture or to the ownership of any equity interest in any entity or business enterprise other than the date of this Agreement that could resultCedar Subsidiaries, in each case, in payments by the Company or any Subsidiary of the Company after the date of the this Agreement (other than contingent payment arrangements entered into in the ordinary course of business); (iv) any Contract that (1) is case material to Cedar and the Company and its Cedar Subsidiaries, taken as a whole, and requires the consent (iv) each indemnification, employment, consulting, or other material agreement, Contract, understanding or undertaking with (x) any member of the Cedar Board or (y) any executive officer of Cedar, in each case, other party thereto upon a change in control than those Contracts filed as exhibits (including exhibits incorporated by reference) to any Filed Cedar SEC Documents or Contracts terminable by Cedar or any of the Company Cedar Subsidiaries on no more than 30 days’ notice without liability or (2) would require the Company financial obligation to Cedar or any successor thereto to make any material payment to another Person upon consummation of a change in control of the Company; Cedar Subsidiaries, (v) any Contract (A) each agreement, Contract, understanding or undertaking relating to the disposition or acquisition by the Company Cedar or any Subsidiary of the Company Cedar Subsidiaries, with obligations remaining to be performed or liabilities continuing after the date of this Agreement, of any material business or any material amount of assets whose value, in each case, is in excess of $500,000, (B) pursuant to which the Company or any Subsidiary of the Company will acquire any ownership interest in any other Person or other business enterprise other than any Subsidiary of the Company, or (C) any contract that involves a joint venture, limited liability company or partnership with a third Person; (vi) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other Contracts relating to the borrowing of money or extension of credit, in each case in excess of $500,000, other than (A) accounts receivable and payable in the ordinary course of business, (B) loans to Subsidiaries of the Company in the ordinary course of business, and (Cvi) extensions each material hedge, collar, option, forward purchasing, swap, derivative, or similar agreement, Contract, understanding or undertaking. Each agreement, understanding or undertaking of credit the type described in this Section 3.14(b) and each Filed Cedar Contract is referred to customers herein as a “Cedar Material Contract”. (c) Except for matters which, individually or from suppliers in the ordinary course aggregate, have not had and would not reasonably be expected to have a Cedar Material Adverse Effect (it being agreed that for purposes of business; this Section 3.14(c), effects resulting from or arising in connection with the matters set forth in clause (viiiv) of the definition of the term “Material Adverse Effect” shall not be excluded in determining whether a Cedar Material Adverse Effect has occurred or would reasonably be expected to occur), (i) each Cedar Material Contract (including, for purposes of this Section 3.14(c), any Contract pursuant to which entered into after the Companydate of this Agreement that would have been a Cedar Material Contract if such Contract existed on the date of this Agreement) is a valid, Subsidiary binding and legally enforceable obligation of Cedar or one of the CompanyCedar Subsidiaries, or any other party thereto has material continuing obligationsas the case may be, rights or interests relating and, to the researchKnowledge of Cedar, development, supply, manufacture or marketing of, or collaboration with respect to, any Company product for which the Company or any Subsidiary of the Company is currently engaged in research or developmentother parties thereto, excluding (A) non-disclosure agreements; (B) agreements with contractors or vendors providing services to the Company or any Subsidiary of the Companyexcept, and (C) leases; (viii) any Contract providing for indemnification or guarantee of the obligations of any other Person that would be material to the Company and its Subsidiaries, taken as a whole, other than any such contracts entered into in the ordinary course of business consistent with past practice; (ix) any Contract that provides for the grant of a license, or the development (excluding contracts with employees, consultants and contractors) of any intellectual property of the Company or any Subsidiary of the Company (other than non-exclusive licenses granted to third parties in the ordinary course of business by the Company or any of its Subsidiaries; (x) any Contract with any (x) Governmental Authority or (y) director or officer of the Company or any Subsidiary of the Company or any Affiliate of the Company or holder of 5% or more of the outstanding Shares; (xi) any mortgage, pledge, security agreement, deed of trust or other contract granting a Lien on any material property or assets of the Company or any Subsidiary of the Company; (xii) any Contract that provides for payments by or to the Company or any Subsidiary of the Company in excess of $500,000 per annum, or the delivery by the Company or any Subsidiary of the Company of goods or services with a fair market value in excess in $500,000 per annum, during the remaining term thereof (in each case, based on the Company’s good faith estimate taking into account payments or deliveries, as applicable, during the calendar year 2014); (xiii) any customer, client, supply or vendor Contract that involved consideration payable by or to the Company or any Subsidiary of the Company in fiscal year 2014 in excess of $500,000 or that is reasonably likely to involved consideration payable by or to the Company or any Subsidiary of the Company in fiscal year 2015 in excess of $500,000; and (xiv) any Contract that restricts or otherwise limits the payment of dividends or other distributions on equity securities, prohibits the pledging of the capital stock to the Company or any Subsidiary of the Company or prohibits the issuance of guarantees by any Subsidiary of the Company. (b) Except for Material Contracts that have expired or terminated by their terms, each Material Contract required to be filed as an exhibit to (i) the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 or (ii) any Company SEC Document filed after such Form 10‑K, is valid, in full force and effect and binding upon the Company or the applicable Company Subsidiary, and to the knowledge of the Company, binding upon the other parties thereto in accordance with its terms (except to the extent enforceability enforcement may be limited by the effect of applicable bankruptcy, reorganization, insolvency, moratorium reorganization or other similar Laws affecting the enforcement of creditors’ rights generally and the effect of by general principles of equity, regardless of whether (ii) each such enforceability is considered in a proceeding at Law or in equity). The Company and the Company Subsidiaries have not received any claim of a material breach or violation of, or are not in default under any Material Contract, except for defaults which individually or in the aggregate have not resulted in termination of a Cedar Material Contract is in full force and effect, and (iii) none of Cedar or resulted in a material liability, nor to the knowledge any of the Company does any condition exist that Cedar Subsidiaries is (with or without notice or lapse of time time, or both would constitute a both) in breach or default under any such Cedar Material Contract and, to the Knowledge of Cedar, no other party to any such Cedar Material Contract is (with or without notice or lapse of time, or both) in breach or default thereunder, except for defaults which individually or in the aggregate have not resulted in termination of a Material Contract or resulted in a material liability for the Company.

Contracts. (a) Except for this Agreement and except for Contracts filed as exhibits to the Company SEC Documents, as As of the date of this Agreementhereof, none of neither the Company or nor any of its Subsidiaries subsidiaries is a party to or is bound by any Material Contract, except as set forth in Section 4.12(a) of the Company Disclosure Schedule which contains a complete and accurate list of all Material Contracts to or by which the Company or any of its Subsidiaries is a party as of the date of this Agreement. For all purposes of and under this Agreement, a “Material Contract” shall mean any of the following to which the Company or any of the Subsidiaries of the Company is a party or by which any assets of the Company or any of the Subsidiaries of the Company are bound as of the date of this Agreement.by: (i) any employment or consulting Contract with any officer or director, or any Company employee or consultant (excluding offer letters for “material contractat-will” (as such term is defined in Item 601(b)(10) of Regulation S-K) required to be filed as an exhibit to the Company SEC Documents, whether or not filed with the SEC, prior to the date of this Agreementemployees); (ii) any Contract that contains or plan, including, without limitation, any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the Transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the Transactions contemplated by this Agreement; (Aiii) any Contract of indemnification or any guaranty other than any agreement of indemnification entered into in connection with the sale or license of Company Products in the ordinary course of business; (iv) any Contract containing any covenant by limiting in any respect the right of the Company or any Subsidiary of the Company not its subsidiaries to engage in any line of business or to compete with any Person in person or granting any line of business, exclusive distribution rights with respect to Company Products or (B) “most favored nation,” “exclusivity” or similar provisions; (iii) any contract containing any “earn-out” or other similar contingent payment obligations pursuant to which the Company any Subsidiary of the Company has any remaining liability as of the date of this Agreement that could result, in each case, in payments by the Company or any Subsidiary of the Company after the date of the this Agreement (other than contingent payment arrangements entered into in the ordinary course of business); (iv) any Contract that (1) is material to the Company and its Subsidiaries, taken as a whole, and requires the consent of the other party thereto upon a change in control of the Company or (2) would require the Company or any successor thereto to make any material payment to another Person upon consummation of a change in control of the Companyservices; (v) any Contract (A) currently in force relating to the disposition or acquisition by the Company or any Subsidiary of its subsidiaries after the Company Interim Balance Sheet Date of a material amount of assets whose value, not in each case, is in excess the ordinary course of $500,000, (B) business or pursuant to which the Company or any Subsidiary of the Company will acquire its subsidiaries has any material ownership interest in any other Person corporation, partnership, joint venture or other business enterprise other than any Subsidiary of the Company, or (C) any contract that involves a joint venture, limited liability company or partnership with a third Person’s subsidiaries; (vi) any dealer, distributor, joint marketing or development Contract currently in force under which the Company or any of its subsidiaries have continuing material obligations to jointly market any product, technology or service, or any Contract pursuant to which the Company or any of its subsidiaries have continuing material obligations to jointly develop any Intellectual Property that will not be owned, in whole, by the Company or any of its subsidiaries; (vii) any Contract to provide source code to any third party for any product or technology that is material to the Company and its subsidiaries taken as a whole; (viii) any Contract currently in force to license any third party to manufacture or reproduce any Company product, service or technology or any agreement, contract or commitment currently in force to sell or distribute any Company products, service or technology except agreements with distributors or sales representative in the normal course of business cancelable without penalty upon notice of ninety (90) calendar days or less and substantially in the form previously provided to Parent; (ix) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other Contracts agreements or instruments relating to the borrowing of money or extension of credit, in each case in excess of $500,000, other than (A) accounts receivable and payable in the ordinary course of business, (B) loans to Subsidiaries of the Company in the ordinary course of business, and (C) extensions of credit to customers or from suppliers in the ordinary course of business; (viix) any settlement agreement under which the Company has any ongoing obligations or receives ongoing benefits or rights; (xi) any Contract pursuant to which the Company, Subsidiary of the Company, or any other party thereto has material continuing obligations, rights or interests relating to the research, development, supply, manufacture or marketing of, or collaboration with respect to, any Company product for under which the Company or any Subsidiary of the Company is currently engaged in research or development, excluding its subsidiaries (A) is committed to provide products or services at a later date at a fixed price (excluding non-disclosure agreements; (B) agreements with contractors or vendors providing services to exclusive licenses granted by the Company to end users or any Subsidiary of the Company, and (C) leases; (viii) any Contract providing for indemnification or guarantee of the obligations of any other Person that would be material to the Company and its Subsidiaries, taken as a whole, other than any such contracts entered into Distributors in the ordinary course of business consistent with past practice; (ix) any Contract that provides for , which licenses allow the grant end user or Distributor to license additional seats or copies of software from the Company at a licenseper seat or per copy price set forth in the license agreement with the end user or Distributor), or the development (excluding contracts with employeesB) has provided products or services, consultants and contractors) of any intellectual property of the Company or any Subsidiary of the Company (other than non-exclusive licenses granted to third parties in the ordinary course of business by the Company or any of its Subsidiaries; (x) any Contract with any (x) Governmental Authority or (y) director or officer of the Company or any Subsidiary of the Company or any Affiliate of the Company or holder of 5% or more of the outstanding Shares; (xi) any mortgage, pledge, security agreement, deed of trust or other contract granting a Lien on any material property or assets of the Company or any Subsidiary of the Companybut which have not yet been accepted thereunder; (xii) any Contract that provides for payments by or to the Company or any Subsidiary not otherwise disclosed in Section 2.18 of the Company in excess Schedule under which the consequences of $500,000 per annum, or the delivery by the Company or any Subsidiary of the Company of goods or services with a fair market value in excess in $500,000 per annum, during the remaining term thereof (in each case, based default would have a Material Adverse Effect on the Company’s good faith estimate taking into account payments or deliveries, as applicable, during the calendar year 2014); (xiii) any customer, client, supply other Contract or vendor Contract commitment that involved consideration payable by or to the Company or any Subsidiary is of the Company in fiscal year 2014 in excess of $500,000 or that is reasonably likely to involved consideration payable by or to the Company or any Subsidiary of the Company in fiscal year 2015 in excess of $500,000; and (xiv) any Contract that restricts or otherwise limits the payment of dividends or other distributions on equity securities, prohibits the pledging of the capital stock to the Company or any Subsidiary of the Company or prohibits the issuance of guarantees by any Subsidiary of the Company. (b) Except for Material Contracts that have expired or terminated by their terms, each Material Contract nature required to be filed by Company as an exhibit to (i) the Company’s an Annual Report on Form 10-K for under the year ended December 31, 2014 Exchange Act or disclosed on Form 8-K under the Exchange Act which has not been so filed or disclosed; or (iixiv) any Contract involving in excess of $50,000 being paid by or to the Company SEC Document filed after such Form 10‑Kover the term thereof (excluding non-exclusive licenses granted by the Company to end users or Distributors in the ordinary course of business consistent with past practice, which licenses allow the end user or Distributor to license additional seats or copies of software from the Company at a per seat or per copy price set forth in the license agreement with the end user or Distributor). (b) Neither the Company nor any of its subsidiaries, nor to the Company’s Knowledge any other party to a Company Contract (as defined below), is validin breach, in full force violation or default under, and effect and binding upon neither the Company nor any of its subsidiaries has received written notice that it has breached, violated or defaulted under, any of the material terms or conditions of any of the Contracts or commitments to which the Company or any of its subsidiaries is a party or by which it is bound that are required to be disclosed in the applicable Company SubsidiarySchedule (any such Contract or commitment, and a “Company Contract”) in such a manner as would permit any other party to the knowledge of the Companycancel or terminate any such Company Contract, binding upon the or would permit any other parties thereto in accordance with its terms (except party to the extent enforceability may be limited by the effect of applicable bankruptcy, reorganization, insolvency, moratorium seek material damages or other Laws affecting remedies (for any or all of such breaches, violations or defaults, in the enforcement of creditors’ rights generally and the effect of general principles of equity, regardless of whether such enforceability is considered in a proceeding at Law or in equityaggregate). The Company has made available to Parent true and correct copies of any Contracts the Company Subsidiaries may have not received any claim of a material breach or violation of, or are not in default under any Material Contract, except for defaults which individually or in the aggregate have not resulted in termination of a Material Contract or resulted in a material liability, nor to the knowledge of the Company does any condition exist that with notice or lapse of time or both would constitute a default thereunder, except for defaults which individually or in the aggregate have not resulted in termination of a Material Contract or resulted in a material liability for the Companyits top twenty customers and suppliers.

Contracts. (a) Except for this Agreement and except for Contracts filed as exhibits to Section 3.16 of the Company SEC DocumentsDisclosure Letter lists each Contract of the following types to which, as of the date of this Agreementhereof, none of the Company or any of its Subsidiaries is a party or by which any of their respective properties or assets is bound: (i) any Contract that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act or bound disclosed by the Company on a Current Report on Form 8-K; (ii) any Material Contract, except as set forth in Section 4.12(a) Contract that limits the ability of the Company Disclosure Schedule which contains a complete or any of its Subsidiaries (or, following the consummation of the Merger and accurate list the other transactions contemplated by this Agreement and each Ancillary Agreement, would limit the ability of all Material Contracts Parent or any of its Subsidiaries, including the Surviving Company) to compete in any line of business or with any Person or in any geographic area, or that restricts the right of the Company and its Subsidiaries (or, following the consummation of the Merger and the other transactions contemplated by this Agreement and each Ancillary Agreement, would limit the ability of Parent or any of its Subsidiaries, including the Surviving Company) to sell to or purchase from (subject to the provisions of the R&D Law and the terms of the IIA grants), or do business with, any Person, or to solicit or hire any Person, or that grants the other party or any third Person “most favored nation” status or any type of special discount rights; provided, solely in the case of Contracts limiting the Company’s or its Subsidiaries’ ability to solicit Persons for employment, solely in a manner that would reasonably be expected to be material to the Company, its Subsidiaries, Parent or its Subsidiaries (including the Surviving Company); (iii) any Contract with respect to the formation, creation, operation, management or control of a joint venture, partnership, limited liability or other similar agreement or arrangement (other than with respect to any wholly owned Subsidiary of the Company); (iv) any Contract relating to Indebtedness; (v) any Contract involving the acquisition or disposition, directly or indirectly (by merger or otherwise), of assets or share capital or other equity interests for aggregate consideration (in one or a series of transactions) under such Contract of $250,000 or more (other than acquisitions or dispositions of inventory in the ordinary course of business consistent with past practice); (vi) each Contract that the Company reasonably expects will individually require aggregate expenditures by the Company and/or any of its Subsidiaries in the twelve (12) month period immediately following the date of this Agreement of more than $250,000, and which by its terms does not terminate or is not terminable without penalty by the Company or any of its Subsidiaries, as applicable, upon thirty (30) days’ or less prior notice; (vii) each Contract involving payments of (A) at least $100,000 in any year with a distributor or (B) at least $250,000 in any year with any sales representative, broker, manufacturer’s representative, or advertising arrangement, in each case that by its express terms is not terminable by the Company or any Subsidiary of the Company at will or by giving notice of thirty (30) days or less, without liability; (viii) each Contract that relates to the research, development, distribution, marketing, supply, license, collaboration, co-promotion or manufacturing of any product or component thereof requiring or otherwise involving the potential payment by or to the Company or any Subsidiary of the Company of more than (A) $250,000 in any fiscal year or (B) $500,000 in the aggregate; (ix) each material “single source” supply Contract pursuant to which goods or materials are supplied to the Company or any Subsidiary of the Company from an exclusive source; (x) any Contract pursuant to which the Company or any of its Subsidiaries has continuing indemnification, guarantee, “earn-out” or other contingent payment obligations, in each case that would reasonably be expected to result in payments in excess of $250,000; (xi) any Contract that is a license agreement, covenant not to ▇▇▇ agreement or co-existence agreement or similar agreement that is material to the business of the Company and its Subsidiaries, taken as a whole, to which the Company or any of its Subsidiaries is a party as of the date of this Agreement. For all purposes of and under this Agreement, licenses in Intellectual Property owned by a “Material Contract” shall mean any of the following to which third party or licenses out Intellectual Property owned by the Company or any of the its Subsidiaries of or agrees not to assert or enforce Intellectual Property owned by the Company or such Subsidiary, including any inbound agreement under which Intellectual Property that covers or is a party or by which incorporated in any assets products of the Company or any of the its Subsidiaries of the Company are bound as of the date of this Agreement. (i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K) required to be filed as an exhibit to the Company SEC Documents, whether or not filed with the SEC, prior to the date of this Agreement; (ii) any Contract that contains (A) any covenant by the Company or any Subsidiary of the Company not to engage in any line of business or to compete with any Person in any line of business, or (B) “most favored nation,” “exclusivity” or similar provisions; (iii) any contract containing any “earn-out” or other similar contingent payment obligations pursuant to which the Company any Subsidiary of the Company has any remaining liability as of the date of this Agreement that could result, in each case, in payments by the Company or any Subsidiary of the Company after the date of the this Agreement (other than contingent payment arrangements entered into in the ordinary course of business); (iv) any Contract that (1) is material to the Company and its Subsidiaries, taken as a whole, and requires the consent of the other party thereto upon a change in control of the Company or (2) would require the Company or any successor thereto to make any material payment to another Person upon consummation of a change in control of the Company; (v) any Contract (A) relating to the disposition or acquisition by the Company or any Subsidiary of the Company of assets whose value, in each case, is in excess of $500,000, (B) pursuant to which the Company or any Subsidiary of the Company will acquire any ownership interest in any other Person or other business enterprise other than any Subsidiary of the Company, or (C) any contract that involves a joint venture, limited liability company or partnership with a third Person; (vi) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other Contracts relating to the borrowing of money or extension of credit, in each case in excess of $500,000, other than (A) accounts receivable and payable in the ordinary course of business, (B) loans to Subsidiaries of the Company in the ordinary course of business, and (C) extensions of credit to customers or from suppliers in the ordinary course of business; (vii) any Contract pursuant to which the Company, Subsidiary of the Company, or any other party thereto has material continuing obligations, rights or interests relating to the research, development, supply, manufacture or marketing of, or collaboration with respect to, any Company product for which the Company or any Subsidiary of the Company is currently engaged in research or development, excluding (A) non-disclosure agreements; (B) agreements with contractors or vendors providing services licensed to the Company or any Subsidiary of the Companyits Subsidiaries, and (C) leasesother than license agreements for software that is generally commercially available; (viiixii) any Contract providing for indemnification or guarantee of that imposes any “standstill” obligations on the obligations of any other Person that would be material Company with respect to the Company and its Subsidiaries, taken as a whole, other than acquisition of securities of another Person; (xiii) any such contracts Contract not entered into in the ordinary course of business consistent with past practice; (ix) any Contract that provides for the grant of a license, or the development (excluding contracts with employees, consultants and contractors) of any intellectual property of the Company or any Subsidiary of the Company (other than non-exclusive licenses granted to third parties in the ordinary course of business by between the Company or any of its Subsidiaries; (x) any Contract with any (x) Governmental Authority or (y) director or officer of , on the Company or any Subsidiary of the Company or one hand, and any Affiliate of the Company or holder of 5% or more of the outstanding Shares; (xi) any mortgage, pledge, security agreement, deed of trust or thereof other contract granting a Lien on any material property or assets of the Company or than any Subsidiary of the Company; (xii) any Contract that provides for payments by or to the Company or any Subsidiary of the Company in excess of $500,000 per annum, or the delivery by the Company or any Subsidiary of the Company of goods or services with a fair market value in excess in $500,000 per annum, during the remaining term thereof (in each case, based on the Company’s good faith estimate taking into account payments or deliveries, as applicable, during the calendar year 2014); (xiii) any customer, client, supply or vendor Contract that involved consideration payable by or to the Company or any Subsidiary of the Company in fiscal year 2014 in excess of $500,000 or that is reasonably likely to involved consideration payable by or to the Company or any Subsidiary of the Company in fiscal year 2015 in excess of $500,000; andor (xiv) any material Contract that restricts or otherwise limits the payment of dividends or other distributions on equity securities, prohibits the pledging with any Governmental Entity. Each contract of the capital stock to the Company or any Subsidiary of the Company or prohibits the issuance of guarantees by any Subsidiary of the Company. (b) Except for Material Contracts that have expired or terminated by their terms, each Material Contract required to be filed as an exhibit to type described in clauses (i) the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 or through (iixiv) any Company SEC Document filed after such Form 10‑K, is valid, in full force and effect referred to herein as a “Material Contract.” (i) Each Material Contract is valid and binding upon on the Company or and any of its Subsidiaries to the applicable Company Subsidiaryextent such Subsidiary is a party thereto, as applicable, and to the knowledge of the Company, binding upon the each other parties thereto party thereto, and is in full force and effect and enforceable in accordance with its terms (in each case, except to the extent that enforceability may be limited by the effect of applicable bankruptcy, reorganization, insolvency, moratorium moratorium, reorganization or other similar Laws affecting the enforcement of creditors’ rights generally and the effect of or by general principles of equity, regardless of whether such enforceability is considered in a proceeding at Law or in equity). The ; (ii) the Company and the Company Subsidiaries have not received any claim each of a material breach or violation ofits Subsidiaries, or are not in default under any Material Contractand, except for defaults which individually or in the aggregate have not resulted in termination of a Material Contract or resulted in a material liability, nor to the knowledge of the Company, each other party thereto, has performed in all material respects all obligations required to be performed by it under each Material Contract; and (iii) there is no default under any Material Contract by the Company does or any of its Subsidiaries or, to the knowledge of the Company, any other party thereto, and no event or condition exist has occurred that with constitutes, or, after notice or lapse of time or both both, would constitute constitute, a default thereunderon the part of the Company or any of its Subsidiaries or, except for defaults which individually or in to the aggregate have not resulted in termination knowledge of a Material Contract or resulted in a material liability for the Company, any other party thereto under any such Material Contract, nor has the Company or any of its Subsidiaries received any written notice of any such default, event or condition. The Company has made available to Parent true and complete copies of all Material Contracts, including all amendments thereto.

Contracts. (a) Except for this Agreement Section 4.15(a) of the Parent Disclosure Letter sets forth a true, correct and except for Contracts filed as exhibits to the Company SEC Documents, complete list as of the date of this Agreement, none Agreement of the Company or its Subsidiaries is a party to or bound by any Material Contract, except as set forth in Section 4.12(a) of the Company Disclosure Schedule which contains a complete and accurate list of all Material Contracts to or by which the Company or any of its Subsidiaries is a party as of the date of this Agreement. For all purposes of and under this Agreement, a “Material Contract” shall mean any each of the following Contracts to which the Company or any of the Subsidiaries of the Parent Company is a party or by which any assets of the Parent Company or any of the Subsidiaries of the Company are its assets or businesses is subject or bound as of the date of this Agreement.(and any amendments, supplements and modifications thereto): (i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K) required to be filed as an exhibit to the Company SEC Documents, whether or not filed with the SEC, prior to the date of this Agreement; (ii) any Contract that contains is a non-competition Contract or other Contract that (A) purports to limit in any covenant by material respect either the type of business in which any Parent Company or any Subsidiary of its Affiliates, may engage or the Company not to manner or geographic area in which any of them may so engage in any business, (B) would require the disposition of any material assets or line of business of any of the Parent Companies or to compete with any Person in any line of businesstheir respective Affiliates as a direct result of the consummation of the Transactions, or (BC) is a material Contract that grants “most favored nation,” “exclusivity” or similar provisions; status that, following the Effective Time, would apply to any of the Acquired Companies; (iiiD) contains any contract containing “exclusivity,” preferred status or similar provision that prohibits or limits, in any material respect, the right of any of the Parent Companies to make, sell, market, advertise or distribute any products or services or use, transfer, license, distribute or enforce any of their respective material Parent Owned Intellectual Property rights; (E) obligates any of the Parent Companies to purchase or obtain a minimum or specified amount of any product or service from any Person for more than $2,000,000, in the aggregate; or (F) involves the obligation or potential obligation of any of the Parent Companies to make any “earn-out” or similar payments to any Person; (ii) any indenture, loan or credit agreement, security agreement, guarantee, note, mortgage, letter of credit, reimbursement agreement or other similar contingent payment obligations pursuant Contract, in any such case relating to indebtedness or any other obligation of any Parent Company having an outstanding principal amount in excess of $1,000,000 (except for such indebtedness between the Parent Companies or guaranties by any Parent Company of indebtedness of any Parent Company); (iii) any Contract relating to any joint venture, strategic alliance or partnership material to the Parent Companies, taken as a whole; (iv) any Contract under which the Company any Subsidiary of the Company has any remaining liability as Parent Companies made payments of more than $2,000,000 during the date fiscal year ended December 31, 2015 or reasonably expects to make payments of this Agreement that could resultmore than $2,000,000 during the fiscal year ending December 31, 2016 and, in each either case, in payments (A) is not terminable by the any Parent Company upon notice of 30 days or less without penalty and (B) excluding agreements made with any exchange Subsidiary of the Company after the date of the this Agreement (other than contingent payment arrangements members or participants entered into in the ordinary course of business); (iv) any Contract that (1) , the form of which is material to the Company and its Subsidiaries, taken as a whole, and requires the consent of the other party thereto upon a change in control of the Company or (2) would require the Company or any successor thereto to make any material payment to another Person upon consummation of a change in control of the Companypublicly available; (v) any Contract (A) relating to the disposition or acquisition by the Company or under which any Subsidiary of the Company Parent Companies received payments of assets whose valuemore than $500,000 during the fiscal year ended December 31, 2015 or reasonably expects to receive payments of more than $500,000 during the fiscal year ending December 31, 2016 and, in each either case, is in excess of $500,000, (B) pursuant to which the Company excluding agreements made with any exchange Subsidiary members or any Subsidiary of the Company will acquire any ownership interest in any other Person or other business enterprise other than any Subsidiary of the Company, or (C) any contract that involves a joint venture, limited liability company or partnership with a third Person; (vi) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other Contracts relating to the borrowing of money or extension of credit, in each case in excess of $500,000, other than (A) accounts receivable and payable participants entered into in the ordinary course of business, the form of which is publicly available; (vi) any Contract that provides for any standstill pursuant to which any Parent Company has agreed not to acquire assets or securities of another Person; (vii) any (A) employment Contract that (x) provides for an annual base salary in excess of $250,000 or (y) is not terminable without cause by any of the Parent Companies by notice of not more than sixty (60) days or without any termination payment or penalty or (B) loans any severance, retention, change in control or similar Contract; (viii) any Contract that grants any rights of first refusal, rights of first offer, rights of first negotiation or other similar rights to Subsidiaries any Person with respect to any material asset of the Company in Parent Companies, taken as a whole; (ix) any Contract that relates to the ordinary course acquisition or disposition of any business, and capital stock or assets (Cwhether by merger, sale of stock, sale of assets or otherwise) extensions for aggregate consideration in excess of credit $1,000,000, under which any of the Parent Companies has any outstanding contingent or other obligations, other than a Contract to customers purchase goods or from suppliers services in the ordinary course of business; (viix) any Contract pursuant that is a settlement or similar Contract with any Governmental Entity or any other Person to which the Company, Subsidiary any of the CompanyParent Companies, or any other party thereto has of its assets or properties, is subject with material continuing obligations, rights or interests relating to the research, development, supply, manufacture or marketing of, or collaboration with respect to, any Company product for which the Company or any Subsidiary of the Company is currently engaged in research or development, excluding (A) non-disclosure agreements; (B) agreements with contractors or vendors providing services to the Company or any Subsidiary of the Company, and (C) leases; (viii) any Contract providing for indemnification or guarantee of the ongoing obligations of any other Person that would be material to of the Company and its SubsidiariesParent Companies, taken as a whole, other than any such contracts entered into in the ordinary course of business consistent with past practice; (ix) any Contract that provides for the grant of a license, or the development (excluding contracts with employees, consultants and contractors) of any intellectual property of the Company or any Subsidiary of the Company (other than non-exclusive licenses granted to third parties in the ordinary course of business by the Company or any of its Subsidiaries; (x) any Contract with any (x) Governmental Authority or (y) director or officer of the Company or any Subsidiary of the Company or any Affiliate of the Company or holder of 5% or more of the outstanding Shares; (xi) any mortgageContract with a federal Governmental Entity or any Contract that constitutes a subcontract executed with a prime contractor pursuant to any Contract with a federal Governmental Entity, pledgein each case, security agreementthat incorporates Federal Acquisition Regulation clauses as a term or condition of such Contract, deed and entails material ongoing obligations of trust or other contract granting a Lien on any material property or assets of the Company or any Subsidiary of the CompanyParent Companies, taken as a whole; (xii) any Contract that provides for payments by purporting to indemnify or to the Company hold harmless any director, officer or employee of any Subsidiary of the Company in excess Parent Companies (other than the Parent Charter, the Parent Bylaws and the organizational documents of $500,000 per annum, or the delivery by the Company or any Subsidiary of the Company of goods or services with a fair market value in excess in $500,000 per annum, during the remaining term thereof (in each case, based on the CompanyParent’s good faith estimate taking into account payments or deliveries, as applicable, during the calendar year 2014Subsidiaries); (xiii) any customer, client, supply or vendor Contract that involved consideration payable is required to be disclosed by Parent pursuant to Item 404 of Regulation S-K under the Securities Act; (xiv) any lease, sublease, waiver, side letter, guaranty or other Contract relating to any real property which any Parent Company uses or occupies or has the Company right to use or any Subsidiary of occupy, now or in the Company in fiscal year 2014 future with annual rental payments in excess of $500,000 or that is reasonably likely to involved consideration payable by or to (collectively, the Company or any Subsidiary of the Company in fiscal year 2015 in excess of $500,000; and“Parent Real Property Leases”); (xivxv) any disaster recovery or data center Contract; (xvi) any Contract that restricts or otherwise limits the payment of dividends or other distributions on equity securities, prohibits the pledging of the capital stock entered into prior to the Company or any Subsidiary of the Company or prohibits the issuance of guarantees by any Subsidiary of the Company. (b) Except for Material Contracts date hereof that have expired or terminated by their terms, each Material Contract is required to be filed by Parent in a future report to be filed or furnished to the SEC as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act, excluding those compensatory plans described in Item 601(b)(10)(iii) of Regulation S-K under the Securities Act, that has not been filed as an exhibit to or incorporated by reference in the Parent SEC Documents filed prior to the date of this Agreement; and (xvii) any Contract (other than those described in the foregoing clauses (i) through (xvi)) that is material to the Company’s Annual Report on Form 10business of the Parent Companies, taken as a whole. Each Contract entered into prior to the date hereof that is required to be filed by Parent as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act, excluding those compensatory plans described in Item 601(b)(10)(iii) of Regulation S-K under the Securities Act, and each Contract required to be listed in Section 4.15(a) or Section 4.18(b) of the Parent Disclosure Letter, a “Parent Material Contract.” (b) True, correct and complete copies (subject to apparent redactions) of all Parent Material Contracts have been made available (or otherwise disclosed) to the Company in accordance with all applicable Laws. Each Parent Material Contract is valid and binding on each Parent Company party thereto and, to the knowledge of Parent as of the date hereof, each other party thereto, and is in full force and effect, except in each case for the year ended December 31, 2014 such failures to be valid and binding or (ii) any Company SEC Document filed after such Form 10‑K, is valid, to be in full force and effect and binding upon that individually or in the Company aggregate, would not reasonably be expected to have a Parent Material Adverse Effect. Parent has not terminated, waived, amended, released or modified in any respect any provision of any standstill or similar agreement with respect to Parent to which it is currently or has, within the applicable Company Subsidiary12 months immediately preceding the date hereof, and been a party. Except as, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect, there is no breach or default under any Parent Material Contract by any of the Parent Companies party thereto or, to the knowledge of the Company, binding upon the other parties thereto in accordance with its terms (except to the extent enforceability may be limited by the effect of applicable bankruptcy, reorganization, insolvency, moratorium or other Laws affecting the enforcement of creditors’ rights generally and the effect of general principles of equity, regardless of whether such enforceability is considered in a proceeding at Law or in equity). The Company and the Company Subsidiaries have not received any claim of a material breach or violation of, or are not in default under any Material Contract, except for defaults which individually or in the aggregate have not resulted in termination of a Material Contract or resulted in a material liability, nor to the knowledge Parent as of the Company does date hereof, any condition exist other party thereto, and no event has occurred that with notice or the lapse of time or the giving of notice or both would constitute a breach or default thereunderthereunder by any of the Parent Companies party thereto or, except for defaults which individually or in to the aggregate have not resulted in termination knowledge of a Material Contract or resulted in a material liability for the CompanyParent, any other party thereto.

Contracts. (a) Except for this Agreement and except for Contracts filed as exhibits to Section 3.15 of the Company SEC DocumentsDisclosure Letter lists, as of the date of this Agreementhereof, none each of the Company or its Subsidiaries is a party to or bound by any Material Contract, except as set forth in Section 4.12(a) following types of the Company Disclosure Schedule which contains a complete and accurate list of all Material Contracts to or by which the Company or any of its Subsidiaries is a party as of the date of this Agreement. For all purposes of and under this Agreement, a “Material Contract” shall mean any of the following to which the Company or any of the Subsidiaries of the Company is a party or by which any assets of their respective properties is bound (such Contracts required to be so listed, the Company or any of the Subsidiaries of the Company are bound as of the date of this Agreement.“Material Contracts”): (i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K) Contract that would be required to be filed by the Company as an exhibit to a registration statement on Form S-1 or an annual report on Form 10-K filed by the Company SEC Documents, whether or not filed with the SEC, prior to the date of this AgreementCompany; (ii) any Contract that contains (A) any covenant by limits the ability of the Company or any Subsidiary of its Subsidiaries (or, following the consummation of the Company not Merger and the other transactions contemplated hereby, would limit the ability of Parent or any of its Subsidiaries, including the Surviving Corporation) to engage compete in any line of business or to compete with any Person or in any line of businessgeographic area, or that restricts the right of the Company and its Subsidiaries (Bor, following the consummation of the Merger and the other transactions contemplated hereby, would limit the ability of Parent or any of its Subsidiaries, including the Surviving Corporation) to sell to or purchase from any Person or to hire any Person, or that grants the other party or any third Person “most favored nation,” “exclusivity” status or similar provisionsany type of analogous rights; (iii) any contract containing Contract with respect to the formation, creation, operation, management or control of a joint venture, partnership, limited liability company or other similar arrangement; (iv) any Contract evidencing or relating to Indebtedness; (v) any Contract pursuant to which the Company or any of its Subsidiaries acquired, holds or disposed of any interest (whether in fee, a leasehold, a concessions or otherwise) in real property in Mexico, or any rights to explore, mine or otherwise extract minerals, ore, metals or other substances in Mexico, including any Contract relating to the San ▇▇▇▇▇▇ Project, any Surface Agreement and any Property Lease; (vi) any Contract involving the acquisition or disposition, directly or indirectly, of any Person or substantially all of the assets thereof; (vii) any Contract that by its terms provides for the aggregate payment or receipt by the Company and its Subsidiaries of more than $100,000 over the remaining term of such Contract; (viii) any Contract pursuant to which the Company or any of its Subsidiaries has continuing indemnification, guarantee, “earn-out” or other similar contingent payment obligations pursuant to which the Company obligations; (ix) any Subsidiary of the Company has any remaining liability as of the date of this Agreement Contract that could result, in each case, in payments by obligates the Company or any Subsidiary of the Company after the date of the this Agreement its Subsidiaries to make any capital commitment or investment in, or loan to, any Person (other than contingent payment arrangements entered into in the ordinary course of businessCompany and its Subsidiaries); (ivx) any Contract between the Company or any of its Subsidiaries, on the one hand, and any director or officer, or direct or indirect stockholder, of the Company or any of its Subsidiaries, on the other hand, excluding any Company Plan; (xi) any Contract with any Governmental Entity; (xii) any Contract that requires a notice or consent in connection with the transactions contemplated hereby, or that otherwise contains a provision relating to “change of control” or “assignment by operation of law” or an analogous provision, or that would otherwise reasonably be expected to prevent, delay or impair the consummation of the transactions contemplated hereby; and (1xiii) any Contract that is otherwise material to the Company and its Subsidiaries, taken as a whole, and requires the consent of the other party thereto upon a change in control of the Company or (2) would require the Company or any successor thereto to make any material payment to another Person upon consummation of a change in control of the Company; (v) any Contract (A) relating to the disposition or acquisition by the Company or any Subsidiary of the Company of assets whose value, in each case, is in excess of $500,000, (B) pursuant to which the Company or any Subsidiary of the Company will acquire any ownership interest in any other Person or other business enterprise other than any Subsidiary of the Company, or (C) any contract that involves a joint venture, limited liability company or partnership with a third Person; (vi) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other Contracts relating to the borrowing of money or extension of credit, in each case in excess of $500,000, other than (A) accounts receivable and payable in the ordinary course of business, (B) loans to Subsidiaries of the Company in the ordinary course of business, and (C) extensions of credit to customers or from suppliers in the ordinary course of business; (vii) any Contract pursuant to which the Company, Subsidiary of the Company, or any other party thereto has material continuing obligations, rights or interests relating to the research, development, supply, manufacture or marketing of, or collaboration with respect to, any Company product for which the Company or any Subsidiary of the Company is currently engaged in research or development, excluding (A) non-disclosure agreements; (B) agreements with contractors or vendors providing services to the Company or any Subsidiary of the Company, and (C) leases; (viii) any Contract providing for indemnification or guarantee of the obligations of any other Person that would be material to the Company and its Subsidiaries, taken as a whole, other than any such contracts entered into in the ordinary course of business consistent with past practice; (ix) any Contract that provides for the grant of a license, or the development (excluding contracts with employees, consultants and contractors) of any intellectual property of the Company or any Subsidiary of the Company (other than non-exclusive licenses granted to third parties in the ordinary course of business by the Company or any of its Subsidiaries; (x) any Contract with any (x) Governmental Authority or (y) director or officer of the Company or any Subsidiary of the Company or any Affiliate of the Company or holder of 5% or more of the outstanding Shares; (xi) any mortgage, pledge, security agreement, deed of trust or other contract granting a Lien on any material property or assets of the Company or any Subsidiary of the Company; (xii) any Contract that provides for payments by or to the Company or any Subsidiary of the Company in excess of $500,000 per annum, or the delivery by the Company or any Subsidiary of the Company of goods or services with a fair market value in excess in $500,000 per annum, during the remaining term thereof (in each case, based on the Company’s good faith estimate taking into account payments or deliveries, as applicable, during the calendar year 2014); (xiii) any customer, client, supply or vendor Contract that involved consideration payable by or to the Company or any Subsidiary of the Company in fiscal year 2014 in excess of $500,000 or that is reasonably likely to involved consideration payable by or to the Company or any Subsidiary of the Company in fiscal year 2015 in excess of $500,000; and (xiv) any Contract that restricts or otherwise limits the payment of dividends or other distributions on equity securities, prohibits the pledging of the capital stock to the Company or any Subsidiary of the Company or prohibits the issuance of guarantees by any Subsidiary of the Company. (b) Except for Material Contracts that have expired or terminated by their terms, each Material Contract required to be filed as an exhibit to (i) Each Material Contract is valid and binding on the Company or its Subsidiaries party thereto and, to the Knowledge of the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 or (ii) any Company SEC Document filed after such Form 10‑Keach other party thereto, and is valid, in full force and effect and binding upon the Company or the applicable Company Subsidiary, and to the knowledge of the Company, binding upon the other parties thereto enforceable in accordance with its terms (except to the extent that enforceability may be limited by the effect of applicable bankruptcy, reorganization, insolvency, moratorium moratorium, reorganization or other similar Laws affecting the enforcement of creditors’ rights generally and the effect of or by general principles of equity, regardless of whether such enforceability is considered in a proceeding at Law or in equity). The ; (ii) the Company and each of its Subsidiaries and, to the Company Subsidiaries have not received any claim Knowledge of a the Company, each other party thereto, has performed all material breach or violation of, or are not in obligations required to be performed by it under each Material Contract; and (iii) there is no material default under any Material ContractContract by the Company or any of its Subsidiaries or, except for defaults which individually or in the aggregate have not resulted in termination of a Material Contract or resulted in a material liability, nor to the knowledge Knowledge of the Company does Company, any other party thereto, and no event or condition exist has occurred that with constitutes or, after notice or lapse of time or both both, would constitute a default thereunderconstitute, except for defaults which individually or in the aggregate have not resulted in termination of a Material Contract or resulted in a material liability for default on the part of the Company or any of its Subsidiaries or, to the Knowledge of the Company, any other party thereto, nor, as of the date hereof, has the Company or any of its Subsidiaries received any notice of any such material default, event or condition. The Company has made available to Parent true and complete copies of all Material Contracts.

Contracts. (a) Except for this Agreement and except for Contracts filed as exhibits to set forth in Section 3.14(a) of the Disclosure Schedule, neither the Company SEC Documents, as nor any of the date of this Agreement, none of the Company or its Subsidiaries is a party to, bound by, subject to or bound by otherwise has rights or benefits under any Material of the following Contracts (each such Contract, except as whether or not set forth in Section 4.12(asuch section of the Disclosure Schedule, a “Material Contract”): (i) Employment or consulting Contract, or any employee collective bargaining agreement or other Contract with any labor union or any employee of the Company Disclosure Schedule which contains a complete or any of its Subsidiaries or relating to the Business, except for routine non-solicitation, non-competition, confidentiality and accurate list professional service contracts entered into with employees (so long as such contracts do not contain severance provisions or impose other material obligations upon the Company or any of all Material its Subsidiaries); (ii) Contract not to compete or otherwise materially restricting the development, marketing, distribution or sale of any products or services by the Company or any of its Subsidiaries or relating to the Business; (iii) Contract containing any “non-solicitation” or “no-hire” provision that restricts the Company or any of its Subsidiaries or its conduct of the Business in any material manner (excluding customer Contracts with “non-solicitation” or “no-hire” provisions entered into in the Ordinary Course of Business); (iv) Contract containing any provision that purports to apply to or by restrict the Company or any of its Subsidiaries from engaging in any line of business, either directly or through any other conduct of the Business, anywhere in the world; (v) Contract between the Company or any of its Subsidiaries and the Seller or any Affiliate of the Seller (other than the Company or any of its Subsidiaries); (vi) Lease, sublease or similar Contract with any Person under which the Company or any of its Subsidiaries is are a party as lessee or sublessee of the date of this Agreement. For all purposes of and under this Agreementor lessor or sublessor of, a “Material Contract” shall mean or uses or makes available for use to any of the following to which the Company or any of the Subsidiaries of the Company is a party or by which any assets of the Company or any of the Subsidiaries of the Company are bound as of the date of this Agreement. (i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K) required to be filed as an exhibit to the Company SEC DocumentsPerson, whether or not filed with the SEC, prior to the date of this Agreement; (ii) any Contract that contains (A) any covenant by the Company or any Subsidiary of the Company not to engage in any line of business or to compete with any Person in any line of businessLeased Property, or (B) “most favored nation,” “exclusivity” or similar provisions; (iii) any contract containing any “earn-out” or other similar contingent payment obligations pursuant to which the Company any Subsidiary of the Company has any remaining liability as of the date of this Agreement that could result, in each case, in payments by the Company or any Subsidiary of the Company after the date of the this Agreement (other than contingent payment arrangements entered into in the ordinary course of business); (iv) any Contract that (1) is material to the Company and its Subsidiaries, taken as a whole, and requires the consent of the other party thereto upon a change in control of the Company or (2) would require the Company or any successor thereto to make any material payment to another Person upon consummation of a change in control of the Company; (v) any Contract (A) relating to the disposition or acquisition by the Company or any Subsidiary of the Company of assets whose value, in each case, is in excess of $500,000, (B) pursuant to which the Company or any Subsidiary of the Company will acquire any ownership interest in any other Person or other business enterprise other than any Subsidiary of the Company, or (C) any contract that involves a joint venture, limited liability company or partnership with a third Person; (vi) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other Contracts relating to the borrowing of money or extension of credit, in each case in excess of $500,000, other than (A) accounts receivable and payable in the ordinary course of business, (B) loans to Subsidiaries of the Company in the ordinary course of business, and (C) extensions of credit to customers or from suppliers in the ordinary course of business; (vii) any Contract pursuant to which the Company, Subsidiary of the Company, or any other party thereto has material continuing obligations, rights or interests relating to the research, development, supply, manufacture or marketing of, or collaboration with respect to, any Company product for which the Company or any Subsidiary of the Company is currently engaged in research or development, excluding (A) non-disclosure agreements; (B) agreements with contractors or vendors providing services to the Company or any Subsidiary of the Company, and (C) leases; (viii) any Contract providing for indemnification or guarantee of the obligations portion of any other Person that would be material to the Company and its Subsidiaries, taken as a whole, other than any such contracts entered into in the ordinary course of business consistent with past practice; (ix) any Contract that provides for the grant of a license, or the development (excluding contracts with employees, consultants and contractors) of any intellectual property of the Company or any Subsidiary of the Company (other than non-exclusive licenses granted to third parties in the ordinary course of business premises otherwise occupied by the Company or any of its Subsidiaries; (xvii) any Lease or similar Contract with any Person under which (xA) Governmental Authority or (y) director or officer of the Company or any Subsidiary of the Company its Subsidiaries are a lessee of, or holds or uses, any Affiliate of the Company or holder of 5% or more of the outstanding Shares; (xi) any mortgagemachinery, pledgeequipment, security agreement, deed of trust vehicle or other contract granting a Lien on tangible personal property owned by any material property or assets of Person (other than any Contracts that individually do not involve the Company or any Subsidiary of the Company; (xii) any Contract that provides for payments payment by or to the Company or any Subsidiary of its Subsidiaries of more than $100,000 in any twelve-month period), or (B) the Company in excess or any of $500,000 per annumits Subsidiaries are a lessor or sublessor of, or the delivery makes available for use by any Person, any tangible personal property owned or leased by the Company or any Subsidiary of its Subsidiaries (other than any Contracts that individually do not involve the Company of goods or services with a fair market value in excess in $500,000 per annum, during the remaining term thereof (in each case, based on the Company’s good faith estimate taking into account payments or deliveries, as applicable, during the calendar year 2014); (xiii) any customer, client, supply or vendor Contract that involved consideration payable payment by or to the Company or any Subsidiary of its Subsidiaries of more than $100,000 in any twelve-month period); (viii) Contract: (A) calling for performance over a period of more than one year (excluding customer Contracts which are terminable by the Company or its Subsidiaries without penalty upon 90 days or less notice); (B) with a customer requiring or otherwise involving payment to the Company or any of its Subsidiaries of more than $200,000 in fiscal year 2014 the twelve month period ending on the Closing Date or, to the Seller’s Knowledge, in excess of $500,000 any twelve month period ending after the Closing Date, or that is reasonably likely to involved consideration payable with any Person other than a customer requiring or otherwise involving payment by or on behalf of, or to the Company or any Subsidiary of its Subsidiaries of more than $100,000 in the twelve month period ending on the Closing Date or, to the Seller’s Knowledge, in any twelve month period ending after the Closing Date; (C) in which the Company or any of its Subsidiaries have granted “most favored nation” pricing provisions or marketing rights relating to any products or territory; or (D) in which the Company or any of its Subsidiaries have agreed to purchase or sell a minimum quantity of goods or services or has agreed to purchase or sell goods or services exclusively from a certain party; (ix) Contract for the disposition of any assets or business of the Company or any of its Subsidiaries (other than sales of inventory in fiscal year 2015 the Ordinary Course of Business) or any agreement for the acquisition, directly or indirectly, of the assets or business of any other Person (other than any Contracts that do not have a purchase price of more than $150,000); (x) Contract for any joint venture or partnership; (xi) Contract granting a third party any license to any Company Intellectual Property, or pursuant to which the Company or any of its Subsidiaries have been granted by a third party any license to any Intellectual Property other than “off the shelf” or other standard widely commercially available software products, or any other license, option or other Contract relating in excess whole or in part to Company Intellectual Property or the Intellectual Property of any other Person; (xii) Contract (other than trade debt incurred in the Ordinary Course of Business) under which the Company or any of its Subsidiaries have borrowed any money from, or issued any note, bond, debenture or other evidence of, or otherwise creating any Indebtedness to, any Person (other than any Contracts that do not have a principal amount of more than $500,000150,000); (xiii) Contract under which the Company or any of its Subsidiaries have directly or indirectly guaranteed Indebtedness, liabilities or obligations of any Person; (xiv) Contract (other than trade debt incurred in the Ordinary Course of Business) under which the Company or any of its Subsidiaries have, directly or indirectly, made any advance, loan, extension of credit or capital contribution to, or other investment in, any Person; (xv) Mortgage or other Lien upon any Leased Property, other than Permitted Liens; (xvi) Contract providing for indemnification of any Person by the Company or any of its Subsidiaries (excluding customer and vendor Contracts including indemnification provisions entered into in the Ordinary Course of Business); (xvii) Contract involving a research or development collaboration or similar arrangement; (xviii) Contract granting any third party a security interest in any of the Company’s or any of its Subsidiaries’ assets; (xix) Contract giving any party the right to renegotiate or require a reduction in price or refund of payments previously made in connection with the business of the Company or any of its Subsidiaries; (xx) Contract for acquisitions or dispositions (by merger, purchase or sale of assets or stock or otherwise) of any Person or business, as to which the Company or any of its Subsidiaries has continuing material obligations or material rights; and (xivxxi) all Contracts with any Governmental Entity (and to the extent any such Contract that restricts or otherwise limits involves a small business “set aside”, the payment of dividends or other distributions same shall be noted on equity securities, prohibits the pledging Section 3.14(a)(xxi) of the capital stock to the Company or any Subsidiary of the Company or prohibits the issuance of guarantees by any Subsidiary of the CompanyDisclosure Schedule). (b) Except for Material Contracts that have expired or terminated by their terms, each Each Material Contract required to be filed as an exhibit to (i) the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 or (ii) any Company SEC Document filed after such Form 10‑K, is valid, in full force and effect and binding upon the Company or the applicable Company Subsidiaryeffect, and to the knowledge of the Companyis legal, valid, binding upon the other parties thereto and enforceable in accordance with its terms (terms, except to the extent enforceability as enforcement may be subject to or limited by the effect of applicable bankruptcy, insolvency, reorganization, insolvency, moratorium or and other Laws similar laws of general application affecting the enforcement of creditors’ rights generally generally. True and the effect complete copies of general principles of equity, regardless of whether such enforceability is considered in a proceeding at Law or in equity). The Company and the Company Subsidiaries have not received any claim of a material breach or violation of, or are not in default under any Material Contract, except for defaults which individually or in the aggregate have not resulted in termination of a each Material Contract (and a written summary of the terms of any oral Material Contracts) have been delivered to Purchaser. Except as set forth in Section 3.14(b) of the Disclosure Schedule, (i) there is no default, violation or resulted in a material liabilitybreach, nor to has any event occurred which with the knowledge giving of the Company does any condition exist that with notice or lapse the passage of time or both would constitute a default thereunderdefault, except for defaults violation or breach, by the Company or any of its Subsidiaries of, any Material Contract or, to the Seller’s Knowledge, by any other party thereto, and (ii) no event has occurred which individually with the giving of notice or the passage of time or both would give rise to any right of notice, modification, acceleration, payment, cancellation or termination of or by another party under, or in any manner release any party thereto from any obligation under, any Material Contract. Except as set forth in Section 3.14(b) of the aggregate have not resulted in termination Disclosure Schedule, no notice, waiver, consent or approval is required (or the lack of which would give rise to a right of termination, cancellation or acceleration of, or entitle any party to accelerate, whether after the giving of notice or lapse of time or both, any obligation under any Material Contract) under or relating to any Material Contract in connection with the execution, delivery and performance of this Agreement or resulted the consummation of the transactions contemplated hereby. Except as set forth on Section 3.14(b) of the Disclosure Schedule, neither the Seller nor any of its Affiliates (including the Company or any of its Subsidiaries) has received from any counterparties to any Material Contract: (i) any written notice (or to Seller’s Knowledge other notice) of any breach or default or any notice that any such party intends to terminate, cancel or not renew any Material Contract; (ii) any written claim (or to Seller’s Knowledge other claim) for damages or indemnification with respect to the products sold or performance of services pursuant to any Material Contract; or (iii) solely with respect to any of the Material Contracts listed under Section 3.14(a)(viii)(B), any written notice (or to Seller’s Knowledge other notice) that such party intends to substantially alter (including as a result of any material reduction in a the rate or amount of sales or purchases or material liability for increase in the Companyprices charged or paid, as the case may be) any such Material Contract.

Contracts. (ai) Except for this Agreement and except for Contracts filed as exhibits to Section 3.01(i) of the Company SEC Documents, Letter sets forth as of the date of this Agreement, none Agreement a complete and correct list of each of the following Contracts to which the Company or its Subsidiaries are bound: (A) any “material contract” (as defined in Item 601(b)(10) of Regulation S-K promulgated by the SEC) with respect to the Company and its Subsidiaries (other than those Contracts required to be publicly filed with the SEC in accordance with Item 601(b)(10)(iii) of Regulation S-K promulgated by the SEC), taken as whole or any Contract that is of the type that would be required to be disclosed under Item 404(a) of Regulation S-K promulgated by the SEC under the Exchange Act; (B) any Contract that (1) materially limits the right or ability of the Company, any of its Subsidiaries or any affiliate of any of them to compete with any other person in any line of business or geographic region that is material to the Company and its Subsidiaries, taken as a whole (or that following the Effective Time would materially limit the right or the ability of Parent or its affiliates (other than the Company or any of its Subsidiaries) to engage in any line of business or compete in any geographic area), (2) prohibits the Company or any of its Subsidiaries from engaging in any business with any person or levying a material fine, charge or other payment for doing so, (3) obligates the Company or its Subsidiaries (or following the Effective Time, Parent or its Subsidiaries) to conduct business with any third party on a preferential or exclusive basis or which contains “most favored nation” rights or similar rights or (4) provides for a “sole source” or similar relationship or contains any provision that requires the purchase of all or substantially all of the Company’s or any of its Subsidiaries’ requirements from any third party, in the case of the foregoing clause (4), other than any such Contracts that are not material to the Company and its Subsidiaries, taken as a whole; (C) any Contract granting to any person an option or bound by right of first refusal, right of first offer or similar preferential right to purchase, acquire, operate, sell, transfer, pledge or otherwise dispose of businesses or any Material Contract, except as set forth in Section 4.12(a) material assets of the Company Disclosure Schedule which contains a complete or any of its Subsidiaries; (D) any Contract relating to Indebtedness of the Company or any of its Subsidiaries having an outstanding principal amount in excess of $500,000 other than (1) accounts receivables and accurate list payables in the ordinary course of all Material Contracts business, (2) loans to wholly owned Subsidiaries of the Company in the ordinary course of business and (3) extensions of credit to customers in the ordinary course of business; (E) any Contract to or by which the Company or any of its Subsidiaries is a party as or bound providing for payments of the date royalties or revenue share payments to third parties with respect to any Intellectual Property in excess of this Agreement. For all purposes of and under this Agreement, a “Material Contract” shall mean any of the following to which the Company or any of the Subsidiaries of the Company is a party or by which any assets of the Company or any of the Subsidiaries of the Company are bound as of the date of this Agreement. (i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K) required to be filed as an exhibit to the Company SEC Documents, whether or not filed with the SEC, prior to the date of this Agreement$2,000,000 annually; (iiF) any Contract that contains (A) any covenant by the Company or any Subsidiary of the Company not to engage in any line of business or to compete with any Person in any line of business, or (B) “most favored nation,” “exclusivity” or similar provisions; (iii) any contract containing any “earn-out” or other similar contingent payment obligations pursuant to which the Company any Subsidiary of the Company has any remaining liability as of the date of this Agreement that could result, in each case, in payments by the Company or any Subsidiary of the Company after the date of the this Agreement (other than contingent payment arrangements entered into in the ordinary course of business); (iv) any Contract that (1) is material to the Company and its Subsidiaries, taken as a whole, and requires the consent of the other party thereto upon a change in control of the Company to or (2) would require the Company or any successor thereto to make any material payment to another Person upon consummation of a change in control of the Company; (v) any Contract (A) relating to the disposition or acquisition by the Company or any Subsidiary of the Company of assets whose value, in each case, is in excess of $500,000, (B) pursuant to which the Company or any Subsidiary of the Company will acquire its Subsidiaries is a party or bound granting a third party any ownership interest in any other Person license, covenant-not-to-assert or other business enterprise other than any Subsidiary of the Company, or (C) any contract that involves a joint venture, limited liability company or partnership with a third Person; (vi) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other Contracts relating to the borrowing of money or extension of credit, in each case in excess of $500,000, other than (A) accounts receivable and payable in the ordinary course of business, (B) loans to Subsidiaries of the Company in the ordinary course of business, and (C) extensions of credit to customers or from suppliers in the ordinary course of business; (vii) any Contract pursuant to which the Company, Subsidiary of the Company, or any other party thereto has material continuing obligations, rights or interests relating to the research, development, supply, manufacture or marketing of, or collaboration right with respect to, any Company product for which or materially restricting the Company Company’s or any Subsidiary of the Company is currently engaged in research its Subsidiaries’ use, registration, or developmentenforcement of, excluding (A) non-disclosure agreements; (B) agreements with contractors or vendors providing services to the Company or any Subsidiary of the CompanyIntellectual Property, and (C) leasesother than licenses for F▇▇▇; (viiiG) any Contract providing for indemnification or guarantee of the obligations of any other Person that would be is material to the Company and its Subsidiaries, taken as a whole, pursuant to which the Company or any of its Subsidiaries has been granted any license, covenant-not-to-assert or other right with respect to Intellectual Property, other than licenses for generally commercially available off-the-shelf Software or F▇▇▇ (such licenses for F▇▇▇ including, for the avoidance of doubt, contribution agreements applicable to third-party contributions to any portions of the Company products licensed as F▇▇▇); (H) any partnership, joint venture, strategic alliance, profit sharing, stockholders agreement or limited liability company agreement (other than any such contracts entered into agreement solely between or among the Company and its wholly owned Subsidiaries) that is material to the Company and its Subsidiaries, taken as a whole; (I) any Contract that is material to the Company and its Subsidiaries, taken as a whole, to or by which the Company or any of its Subsidiaries is a party or bound that is with any Governmental Entity or is otherwise a Company Government Contract; (J) any Contract to or by which the Company or any of its Subsidiaries is a party or bound providing for the payment, increase or vesting of any material benefits or compensation in connection with the Merger (other than (1) Company Stock Plans and equity-based awards granted thereunder, (2) Benefit Plans and (3) Benefit Agreements); (K) any Contract to or by which the Company or any of its Subsidiaries is a party or bound providing for the acquisition or disposition of any assets (other than obligations set forth in the capital expenditure budget set forth on Section 4.01(a)(vii) of the Company Letter or acquisitions or dispositions of inventory in the ordinary course of business) or business (whether by merger, sale of stock, sale of assets or otherwise) that contains indemnities or other contingent obligations (including “earnout” or other contingent payment obligations) outstanding as of the date of this Agreement that are material to the Company or any of its Subsidiaries, taken as a whole; (L) any Contract that limits or restricts the ability of any of the Company or its wholly owned Subsidiaries to make distributions or declare or pay dividends in respect of its capital stock or membership interests, as the case may be; (M) the primary relationship Contract between the Company or any of its Subsidiaries and each of the twenty (20) largest customers of the Company and its Subsidiaries (determined on the basis of annual recurring revenue reported by the Company or any of its Subsidiaries in the four (4) consecutive fiscal quarter period ended September 30, 2025 (each such customer, a “Major Customer,” and each such Contract, a “Major Customer Contract”)); (N) the ten (10) largest Contracts between the Company or any of its Subsidiaries and any suppliers of goods, services or personnel to the Company and its Subsidiaries (determined on the basis of amounts expensed by the Company or any of its Subsidiaries in the four (4) consecutive fiscal quarter period ended September 30, 2025 (each such licensor or other supplier, a “Major Supplier,” and each such Contract, a “Major Supplier Contract”)); (O) any Contract between the Company or any of its Subsidiaries with any supplier of goods and services to the Company and its Subsidiaries for use in the Company’s products or services that involves expenses incurred by the Company or its Subsidiaries to such supplier in excess of $2,000,000 per year (other than purchase orders); and (P) any Contract that is reasonably expected to result in the payment or receipt of more than $8,000,000 by the Company or any of its Subsidiaries during the Company’s current fiscal year or that obligates the Company or any of its Subsidiaries to maintain or guarantee capital levels of any entity. (Q) The Contracts of the Company or any of its Subsidiaries of the type referred to in clauses (A) through (P) of this subsection (i) are collectively referred to in this Agreement as “Material Contracts.” The Company has, subject to applicable Law and redaction of competitively sensitive information or personally identifiable information, made available to Parent a complete and correct copy (in all material respects) of each of the Material Contracts as of the date of this Agreement (it being acknowledged by Parent and Sub that each Material Contract filed by the Company with the SEC in the Filed SEC Documents shall be deemed to have been made available to Parent and Sub), including all material amendments or waivers thereto. Except for matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (1) each Material Contract is in full force and effect (except for those Contracts that have expired in accordance with their terms) and is a legal, valid and binding agreement of the Company or such Subsidiary, as the case may be, and, to the knowledge of the Company, of each other party thereto, enforceable against the Company or such Subsidiary, as the case may be, and, to the knowledge of the Company, against the other party or parties thereto, in each case, in accordance with its terms, subject to the Bankruptcy Exceptions, (2) each of the Company and its Subsidiaries is not (with or without notice or lapse of time or both) in breach or default thereunder, and has not knowingly waived or failed to enforce any rights or benefits thereunder (other than in the ordinary course of business consistent with past practice; ), and, to the knowledge of the Company, no other party to any of the Material Contracts is (ixwith or without notice or lapse of time or both) in breach in any material respect or default thereunder, (3) to the knowledge of the Company, as of the date of this Agreement, there has occurred no event giving (with or without notice or lapse of time or both) to others any right of termination, material amendment or cancelation of any Material Contract that provides for the grant of a license, or the development (excluding contracts with employees, consultants and contractorsexcept as provided in Section 3.01(d)(iv) of any intellectual property the Company Letter, and (4) to the knowledge of the Company, there are no circumstances existing as of the date of this Agreement that would reasonably be expected to affect adversely the ability of the Company or any Subsidiary of its Subsidiaries to perform its material obligations under any Material Contract. (ii) As of the Company date of this Agreement, none of the Major Customers or Major Suppliers has terminated, failed to renew or requested in writing any material amendment to any of its Major Customer Contracts or Major Supplier Contracts, or any of its existing relationships (other than non-exclusive licenses granted to third parties amendments in the ordinary course of business by not adverse in any material respect to the Company or its Subsidiaries taken as a whole), with the Company or any of its Subsidiaries; (x) any Contract with any (x) Governmental Authority or (y) director or officer of the Company or any Subsidiary of the Company or any Affiliate of the Company or holder of 5% or more of the outstanding Shares; (xi) any mortgage, pledge, security agreement, deed of trust or other contract granting a Lien on any material property or assets of the Company or any Subsidiary of the Company; (xii) any Contract that provides for payments by or to the Company or any Subsidiary of the Company in excess of $500,000 per annum, or the delivery by the Company or any Subsidiary of the Company of goods or services with a fair market value in excess in $500,000 per annum, during the remaining term thereof (in each case, based on the Company’s good faith estimate taking into account payments or deliveries, as applicable, during the calendar year 2014); (xiii) any customer, client, supply or vendor Contract that involved consideration payable by or to the Company or any Subsidiary of the Company in fiscal year 2014 in excess of $500,000 or that is reasonably likely to involved consideration payable by or to the Company or any Subsidiary of the Company in fiscal year 2015 in excess of $500,000; and (xiv) any Contract that restricts or otherwise limits the payment of dividends or other distributions on equity securities, prohibits the pledging of the capital stock to the Company or any Subsidiary of the Company or prohibits the issuance of guarantees by any Subsidiary of the Company. (b) Except for Material Contracts that have expired or terminated by their terms, each Material Contract required to be filed as an exhibit to (i) the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 or (ii) any Company SEC Document filed after such Form 10‑K, is valid, in full force and effect and binding upon the Company or the applicable Company Subsidiary, and to the knowledge of the Company, binding upon the other parties thereto in accordance with its terms (except to the extent enforceability may be limited by the effect of applicable bankruptcy, reorganization, insolvency, moratorium or other Laws affecting the enforcement of creditors’ rights generally and the effect of general principles of equity, regardless of whether such enforceability is considered in a proceeding at Law or in equity). The Company and the Company Subsidiaries have not received any claim of a material breach or violation of, or are not in default under any Material Contract, except for defaults which individually or in the aggregate have not resulted in termination of a Material Contract or resulted in a material liability, nor to the knowledge of the Company does any condition exist that with notice or lapse of time or both would constitute a default thereunder, except for defaults which individually or in the aggregate have not resulted in termination of a Material Contract or resulted in a material liability for the Company

Contracts. (a) Except for this Agreement and except for Contracts filed as exhibits to the Company SEC Documents, as As of the date of this Agreementhereof, none neither the Company nor any of the Company or its Subsidiaries is a party to or bound by any Material Contract, except as set forth in Section 4.12(a) of the Company Disclosure Schedule which contains a complete and accurate list of all Material Contracts to or by which the Company or any of its Subsidiaries is a party as of the date of this Agreement. For all purposes of and under this Agreement, a “Material Contract” shall mean any of the following to which the Company or any of the Subsidiaries of the Company is a party or by which any assets of the Company or any of the Subsidiaries of the Company are bound as of the date of this Agreement. Contract (i) any that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-KS−K of the SEC) required to be filed as an exhibit to the Company SEC Documents, whether or not filed with the SEC, prior to the date of this Agreement; (ii) any Contract that contains (A) any covenant by the Company or any Subsidiary of the Company not to engage in any line of business or to compete with any Person in any line of business, or (B) “most favored nation,” “exclusivity” or similar provisions; (iii) any contract containing any “earn-out” or other similar contingent payment obligations pursuant to which the Company any Subsidiary of the Company has any remaining liability as of performed after the date of this Agreement that could result, has not been filed or incorporated by reference in each case, in payments by the Company or any Subsidiary of the Company after SEC Documents filed prior to the date hereof, (ii) that contains a non−compete or client or customer non−solicit requirement or other provision that materially restricts the conduct of, or the manner of the this Agreement (other than contingent payment arrangements entered into in the ordinary course conducting, any line of business); (iv) any Contract that (1) is business material to the Company and its the Company Subsidiaries, taken as a whole, and requires or, to the consent Knowledge of Company, upon consummation of the other party thereto upon a change in control Merger could materially restrict the ability of Parent, the Company or (2) would require the Surviving Company or any successor thereto of their respective Subsidiaries to make engage in any material payment to another Person upon consummation line of a change in control of the Company; (v) any Contract (A) relating to the disposition or acquisition by the Company or any Subsidiary of the Company of assets whose valuebusiness and, in each case, that is in excess of $500,000material, (Biii) pursuant to which the that obligates Company or any Subsidiary of the Company will acquire Subsidiaries to conduct business on an exclusive or preferential basis with any ownership interest in any other Person third party or other business enterprise other than any Subsidiary upon consummation of the CompanyMerger will obligate Parent, the Surviving Company or any of their respective Subsidiaries to conduct business with any third party on an exclusive or preferential basis, and in each case, that is material, (Civ) any contract that involves the absence of which would reasonably be likely to result in a joint ventureCompany Material Adverse Effect, limited liability company (v) would prohibit or partnership with a third Person; materially delay the consummation of the Merger or otherwise impair the ability of the Company to perform its obligations hereunder, (vi) any mortgages, indentures, guarantees, loans requires or credit agreements, security agreements or other Contracts relating is reasonably likely to the borrowing of money or extension of credit, in each case in excess of $500,000, other than require either (Ax) accounts receivable and payable in the ordinary course of business, (B) loans to Subsidiaries of the Company in the ordinary course of business, and (C) extensions of credit to customers or annual payments from suppliers in the ordinary course of business; (vii) any Contract pursuant to which the Company, Subsidiary of the Company, or any other party thereto has material continuing obligations, rights or interests relating to the research, development, supply, manufacture or marketing of, or collaboration with respect to, any Company product for which the Company or any Subsidiary of the Company is currently engaged in research or development, excluding (A) non-disclosure agreements; (B) agreements with contractors or vendors providing services to the Company or any Subsidiary of the Company, and (C) leases; (viii) any Contract providing for indemnification or guarantee of the obligations of any other Person that would be material Third Parties to the Company and its Subsidiaries, taken as a whole, other than any such contracts entered into the Company Subsidiaries of at least $500,000 in the ordinary course aggregate or (y) annual payments from the Company and Company Subsidiaries to Third Parties of business consistent with past practice; at least $500,000 in the aggregate except, in the case of each of the foregoing clauses (ixx) any Contract and (y), for Contracts that provides provide for the grant of a license, payments to attorney providers or the development payment of commissions, (excluding contracts with employeesvii) involves any directors, consultants and contractorsexecutive officers (as such term is defined in the Exchange Act) of any intellectual property or 5% shareholders of the Company or any Subsidiary of the Company their Affiliates (other than non-exclusive licenses granted to third parties in the ordinary course of business by the Company or any of its Subsidiaries; (xCompany Subsidiary) any Contract with any (x) Governmental Authority or immediate family members; or (yviii) director contains any covenant granting “most favored nation” status that, following the Merger, would apply to or officer of be affected by actions taken by Parent, the Company Surviving Corporation and/or their respective Subsidiaries or any Subsidiary of Affiliates. Each Contract described in the Company or any Affiliate of the Company or holder of 5% or more of the outstanding Shares; (xi) any mortgage, pledge, security agreement, deed of trust or other contract granting immediately preceding sentence being a Lien on any material property or assets of the Company or any Subsidiary of the Company; (xii) any Contract that provides for payments by or to the Company or any Subsidiary of the Company in excess of $500,000 per annum, or the delivery by the Company or any Subsidiary of the Company of goods or services with a fair market value in excess in $500,000 per annum, during the remaining term thereof (in each case, based on the Company’s good faith estimate taking into account payments or deliveries, as applicable, during the calendar year 2014); (xiii) any customer, client, supply or vendor Contract that involved consideration payable by or to the Company or any Subsidiary of the Company in fiscal year 2014 in excess of $500,000 or that is reasonably likely to involved consideration payable by or to the Company or any Subsidiary of the Company in fiscal year 2015 in excess of $500,000; and (xiv) any Contract that restricts or otherwise limits the payment of dividends or other distributions on equity securities, prohibits the pledging of the capital stock to the Company or any Subsidiary of the Company or prohibits the issuance of guarantees by any Subsidiary of the Company. (b) Except for Material Contracts that have expired or terminated by their terms, each Material Contract required to be filed as an exhibit to (i) the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 or (ii) any Company SEC Document filed after such Form 10‑K, is valid, in full force and effect and binding upon the Company or the applicable Company Subsidiary, and to the knowledge of the Company, binding upon the other parties thereto in accordance with its terms (except to the extent enforceability may be limited by the effect of applicable bankruptcy, reorganization, insolvency, moratorium or other Laws affecting the enforcement of creditors’ rights generally and the effect of general principles of equity, regardless of whether such enforceability is considered in a proceeding at Law or in equity). The Company and the Company Subsidiaries have not received any claim of a material breach or violation of, or are not in default under any “Material Contract, except for defaults which individually or in the aggregate have not resulted in termination of a Material Contract or resulted in a material liability, nor to the knowledge of the Company does any condition exist that with notice or lapse of time or both would constitute a default thereunder, except for defaults which individually or in the aggregate have not resulted in termination of a Material Contract or resulted in a material liability for the Company”.

Contracts. (a) Except for this Agreement and except for Contracts filed as exhibits to the Company SEC Documents, as of the date of this Agreement, none of the Company or its Subsidiaries is a party to or bound by any Material Contract, except as set forth in Section 4.12(a) 4.15 of the Company Disclosure Schedule which contains a complete and accurate list Letter lists each Contract of all Material Contracts the following types to or by which the Company or any of its Subsidiaries is a party as of the date of this Agreement. For all purposes of and under this Agreement, a “Material Contract” shall mean any of the following to which the Company or any of the Subsidiaries of the Company is a party or by which any of their respective properties or assets of the Company or any of the Subsidiaries of the Company are bound as of the date of this Agreement.is bound: (i) any Contract that would be required to be filed by the Company as a “material contract” (as such term is defined in pursuant to Item 601(b)(10) of Regulation S-K) required to be filed as an exhibit to K under the Securities Act or disclosed by the Company SEC Documents, whether or not filed with the SEC, prior to the date of this Agreementon a Current Report on Form 8-K; (ii) any Contract that contains (A) any covenant by materially limits the ability of the Company or any Subsidiary of its Subsidiaries (or, following the consummation of the Company not Offer, the Merger and the other transactions contemplated by this Agreement, would limit the ability of Parent or any of its Subsidiaries, including the Surviving Corporation) to engage compete in any line of business or to compete with any Person or in any line of businessgeographic area, or that restricts the right of the Company and its Subsidiaries (Bor, following the consummation of the Offer, the Merger and the other transactions contemplated by this Agreement, would limit the ability of Parent or any of its Subsidiaries, including the Surviving Corporation) to sell to or purchase from any Person or to hire any Person, or that grants the other party or any third Person “most favored nation,” “exclusivity” status or similar provisionsany type of special discount rights; (iii) any contract containing Contract with respect to the formation, creation, operation, management or control of a joint venture or partnership with another Person; (iv) any Contract relating to Indebtedness incurred by the Company or any of its Subsidiaries; (v) any Contract involving the acquisition or disposition, directly or indirectly (by merger or otherwise), of assets or capital stock or other equity interests for aggregate consideration (in one or a series of transactions) under such Contract of $1,000,000 or more (other than acquisitions or dispositions of inventory in the ordinary course of business consistent with past practice); (vi) any Contract that by its terms calls for aggregate payment or receipt by the Company and its Subsidiaries under such Contract of more than $1,000,000 over the remaining term of such Contract; (vii) any Contract pursuant to which the Company or any of its Subsidiaries has continuing guarantee, “earn-out” or other similar contingent payment obligations pursuant to which the Company any Subsidiary of the Company has any remaining liability as of the date of this Agreement that could resultobligations, in each case, case that could result in payments by the Company or any Subsidiary in excess of the Company after the date of the this Agreement (other than contingent payment arrangements entered into in the ordinary course of business)$1,000,000; (ivviii) any Contract that (1) is a license agreement, covenant not to ▇▇▇ agreement or co-existence agreement or similar agreement that is material to the business of the Company and its Subsidiaries, taken as a whole, and requires the consent of the other party thereto upon a change in control of the Company or (2) would require the Company or any successor thereto to make any material payment to another Person upon consummation of a change in control of the Company; (v) any Contract (A) relating to the disposition or acquisition by the Company or any Subsidiary of the Company of assets whose value, in each case, is in excess of $500,000, (B) pursuant to which the Company or any Subsidiary of its Subsidiaries is a party and licenses in Intellectual Property owned by a third party or licenses out Intellectual Property owned by the Company will acquire any ownership interest in any other Person or other business enterprise its Subsidiaries or agrees not to assert or enforce Intellectual Property owned by the Company or such Subsidiary, other than any Subsidiary of the Company, or (C) any contract license agreements for software that involves a joint venture, limited liability company or partnership with a third Personis generally commercially available; (vi) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other Contracts relating to the borrowing of money or extension of credit, in each case in excess of $500,000, other than (A) accounts receivable and payable in the ordinary course of business, (B) loans to Subsidiaries of the Company in the ordinary course of business, and (C) extensions of credit to customers or from suppliers in the ordinary course of business; (viiix) any Contract pursuant to which the Company, Subsidiary of the Company, or any other party thereto has material continuing obligations, rights or interests relating to the research, development, supply, manufacture or marketing of, or collaboration with respect to, any Company product for which that obligates the Company or any Subsidiary of the Company is currently engaged in research or development, excluding its Subsidiaries to make (A) non-disclosure agreements; any loan, or (B) agreements with contractors any capital commitment or vendors providing services to expenditure, except, in the Company or any Subsidiary case of the Companyclause (B), and (C) leases; (viii) any Contract providing for indemnification or guarantee of the obligations of any other Person that would be material to the Company and its Subsidiaries, taken as a whole, other than any such contracts entered into in the ordinary course of business consistent with past practicepractice and in an aggregate amount not greater than $1,000,000; (ixx) any Contract that provides for requires a consent to or otherwise contains a provision relating to a “change of control” that would or would reasonably be expected to prevent, materially delay or impair the grant consummation of the transactions contemplated by this Agreement; or (xi) any Contract with a license, or the development (excluding contracts with employees, consultants and contractors) of any intellectual property top ten supplier of the Company based on aggregate amounts paid by the Company and its Subsidiaries during the 12-month period ended June 30, 2015 or any Subsidiary a top ten customer of the Company based on revenue earned during the 12-month period ended June 30, 2015. Each contract of the type described in clauses (i) through (xi) is referred to herein as a “Material Contract.” (b) Each Material Contract is valid and binding on the Company and each of its Subsidiaries party thereto and, to the knowledge of the Company, any other than non-exclusive licenses granted to third parties party thereto. Except as would not, individually or in the ordinary course of business aggregate, reasonably be expected to have a Material Adverse Effect, there is no default under any Material Contract by the Company or any of its Subsidiaries; (x) any Contract with any (x) Governmental Authority or (y) director or officer of the Company or any Subsidiary of the Company or any Affiliate of the Company or holder of 5% or more of the outstanding Shares; (xi) any mortgageSubsidiaries party thereto or, pledge, security agreement, deed of trust or other contract granting a Lien on any material property or assets of the Company or any Subsidiary of the Company; (xii) any Contract that provides for payments by or to the Company or any Subsidiary of the Company in excess of $500,000 per annum, or the delivery by the Company or any Subsidiary of the Company of goods or services with a fair market value in excess in $500,000 per annum, during the remaining term thereof (in each case, based on the Company’s good faith estimate taking into account payments or deliveries, as applicable, during the calendar year 2014); (xiii) any customer, client, supply or vendor Contract that involved consideration payable by or to the Company or any Subsidiary of the Company in fiscal year 2014 in excess of $500,000 or that is reasonably likely to involved consideration payable by or to the Company or any Subsidiary of the Company in fiscal year 2015 in excess of $500,000; and (xiv) any Contract that restricts or otherwise limits the payment of dividends or other distributions on equity securities, prohibits the pledging of the capital stock to the Company or any Subsidiary of the Company or prohibits the issuance of guarantees by any Subsidiary of the Company. (b) Except for Material Contracts that have expired or terminated by their terms, each Material Contract required to be filed as an exhibit to (i) the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 or (ii) any Company SEC Document filed after such Form 10‑K, is valid, in full force and effect and binding upon the Company or the applicable Company Subsidiary, and to the knowledge of the Company, binding upon the any other parties thereto in accordance with its terms (except to the extent enforceability may be limited by the effect of applicable bankruptcyparty thereto, reorganization, insolvency, moratorium or other Laws affecting the enforcement of creditors’ rights generally and the effect of general principles of equity, regardless of whether such enforceability is considered in a proceeding at Law or in equity). The Company and the Company Subsidiaries have not received any claim of a material breach or violation of, or are not in default under any Material Contract, except for defaults which individually or in the aggregate have not resulted in termination of a Material Contract or resulted in a material liability, nor to the knowledge of the Company does any condition exist no event has occurred that with notice or the lapse of time or the giving of notice or both would constitute a default thereunderthereunder by the Company or any of its Subsidiaries party thereto or, except for defaults which individually or in to the aggregate have not resulted in termination knowledge of a Material Contract or resulted in a material liability for the Company, any other party thereto.

Contracts. (a) Except for this Agreement and except for Contracts filed as exhibits to Part 2.11 of the Company SEC Documents, Disclosure Schedule contains a list as of the date of this Agreement, none Agreement of each of the following Contracts to which the Company or its Subsidiaries a Company Subsidiary is a party (each such Contract (x) required to or bound by any Material Contract, except as set forth be listed in Section 4.12(a) Part 2.11 of the Company Disclosure Schedule which contains or (y) that is required to be filed as a complete and accurate list of all Material Contracts to or by which the Company or any of its Subsidiaries is a party as of the date of this Agreement. For all purposes of and under this Agreement, a “Material Contract” shall mean any of the following to which the Company or any of the Subsidiaries of the Company is a party or by which any assets of the Company or any of the Subsidiaries of the Company are bound as of the date of this Agreement. (i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-KK under the Exchange Act) required to be filed as an exhibit to the Most Recent Company SEC Documents, whether or not filed with 10-K under the SEC, Exchange Act prior to the date of this Agreement (other than any Company Plan), being referred to as a “Material Contract”): (a) each Contract that restricts in any material respect the ability of the Company, any Company Subsidiary or any Affiliate of any of them to (i) engage or compete in any geographic area or line of business, market or field, or to develop, sell, supply, manufacture, market, distribute, or support any material product or service, (ii) transact with any Person or (iii) solicit any client or customer (or that would so restrict Parent, any Parent Subsidiary or any Affiliate of any of them following the Closing); (b) each joint venture agreement, partnership agreement or similar agreement with a third party; (c) each material acquisition or divestiture Contract that contains any material indemnification obligations or any material “earnout” or other material contingent payment obligations that are outstanding obligations of the Company or any Company Subsidiary as of the date of this Agreement; (iid) each Contract (other than any Organizational Document) between the Company or any Company Subsidiary, on the one hand, and any director, officer or Affiliate (other than a wholly owned Company Subsidiary) of the Company or any Company Subsidiary or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand, including (but not limited to) any Contract that contains pursuant to which the Company or any Company Subsidiary has an obligation to indemnify such director, officer, Affiliate or “associate” or “immediate family” member, but excluding any Company Plan; (Ae) any covenant each Contract evidencing indebtedness for money borrowed by the Company or any Company Subsidiary from a third party lender, and each Contract pursuant to which any such indebtedness for borrowed money is guaranteed by the Company or any Company Subsidiary, in each case in excess of $500,000; (f) each Contract expressly limiting or restricting the ability of the Company not or any Company Subsidiary (i) to engage make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be, (ii) to pledge their capital stock or other equity interests, (iii) to issue any line guaranty, (iv) to make loans to the Company or any Company Subsidiary, or (v) to grant Liens on the property of business the Company or any Company Subsidiary; (g) each Contract that obligates the Company or any Company Subsidiary to compete with make any loans, advances or capital contributions to, or investments in, any Person in excess of $500,000 individually, except for prepayment of Taxes for repatriated employees of the Company or any line Company Subsidiary; (h) each Contract that grants any right of businessfirst refusal, first notice, first negotiation or right of first offer or similar right with respect to any material assets, rights or properties of the Company and the Company Subsidiaries, taken as a whole; (i) each Contract or series of related Contracts (excluding (i) purchase orders given or received in the ordinary course of business consistent with past practice, (ii) any Contract for sales of Company Products of up to $2,000,000 and (iii) Contracts between the Company and any wholly owned Company Subsidiary or among any wholly owned Company Subsidiaries) under which the Company or any Company Subsidiary (A) paid in excess of $2,000,000 in fiscal year 2020, or is expected to pay in excess of $2,000,000 in fiscal year 2021 or (B) “most favored nation,” “exclusivity” received in excess of $2,000,000 in fiscal year 2020, or similar provisionsis expected to receive in excess of $2,000,000 in fiscal year 2021; (iiij) any contract each material “single source” supply Contract pursuant to which goods or materials are required to be supplied to the Company or a Company Subsidiary from a sole source; (k) each material Contract containing any “earn-outtake or pay,” minimum commitments or similar provisions (other than bandwidth purchase Contracts with fixed term and pricing in the ordinary course of business consistent with past practice); (l) each collective bargaining or other similar contingent payment obligations labor or works council agreement covering employees of the Company or a Company Subsidiary; (m) each lease involving real property pursuant to which the Company or any Company Subsidiary is required to pay a monthly base rental in excess of the Company has any remaining liability as of the date of this Agreement that could result, in $30,000; (n) each case, in payments by lease or rental Contract involving personal property (and not relating primarily to real property) pursuant to which the Company or any Company Subsidiary is required to make rental payments in excess of the Company after the date of the this Agreement $30,000 per month (other than contingent payment arrangements excluding leases or rental Contracts for vehicles or office equipment entered into in the ordinary course of business); (ivo) each Contract relating to the acquisition, sale or disposition of any Contract business unit or product line of the Company or any Company Subsidiary and with any outstanding obligations that (1) is are material to the Company and its the Company Subsidiaries, taken as a whole, and requires the consent as of the other party thereto upon a change in control date of the Company or this Agreement; (2p) would require each Contract (i) between the Company or any successor thereto to make Company Subsidiary and any material payment to another Person upon consummation of a change in control of the Company; Governmental Entity or (vii) any Contract (A) relating to the disposition or acquisition by between the Company or any Subsidiary of the Company of assets whose valueSubsidiary, as a subcontractor and any prime contractor to any Governmental Entity (excluding, in each case, is in excess of $500,000, (B) pursuant to which the Company or any Subsidiary of the Company will acquire any ownership interest in any other Person or other business enterprise other than any Subsidiary of the Company, or (C) any contract that involves a joint venture, limited liability company or partnership with a third Person; (vi) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other Contracts relating to the borrowing of money or extension of credit, in each case in excess of $500,000, other than (A) accounts receivable and payable in the ordinary course of business, (B) loans to Subsidiaries of the Company in the ordinary course of business, and (C) extensions of credit to customers or from suppliers in the ordinary course of business; (vii) any Contract pursuant to which the Company, Subsidiary of the Company, or any other party thereto has material continuing obligations, rights or interests relating to the research, development, supply, manufacture or marketing of, or collaboration with respect to, any Company product for which the Company or any Subsidiary of the Company is currently engaged in research or development, excluding (A) non-disclosure agreements; (B) agreements with contractors or vendors providing services to the Company or any Subsidiary of the Company, and (C) leases; (viii) any Contract providing for indemnification or guarantee of the obligations of any other Person that would be material to the Company and its Subsidiaries, taken as a whole, other than any such contracts entered into in the ordinary course of business consistent with past practicepractice with (i) national oil companies or any prime contractors thereof or (ii) government-owned telecommunications providers); (ixq) each material Contract with any Contract “most favored nation” provision or that provides for otherwise requires the grant of Company or any Company Subsidiary (or, following the Closing, would require Parent or any Parent Subsidiary) to conduct business with any Person on a licensepreferential or exclusive basis, or that includes a price protection or rebate provision in favor of the development counterparty to such Contract; (excluding contracts r) each settlement agreement, consent decree, commitment letter, or similar arrangement entered into with employees, consultants and contractorsa Governmental Entity that imposes material ongoing obligations or restrictions on the Company or any Company Subsidiary; (s) each settlement agreement (i) that requires the Company or any Company Subsidiary to pay more than $500,000 after the date of this Agreement or (ii) that imposes any intellectual property material restrictions on the business of the Company or any Subsidiary Company Subsidiary; (t) each Contract (excluding purchase, work or similar orders pursuant to master service or similar Contracts) with any Top Customer or Top Supplier of the Company (other than non-exclusive licenses granted to third parties in the ordinary course of business by the Company or any of and its Subsidiaries; (xu) each Contract relating to the creation of a Lien (other than Company Permitted Encumbrances) with respect to any Contract with any (x) Governmental Authority Authorization or (y) director or officer material asset of the Company or any Company Subsidiary; and (v) (i) each employment Contract or consulting Contract that (A) is not terminable at will or for convenience by the Company on thirty (30) days’ or less notice and (B) obligates the Company or any Company Subsidiary to make payments or provide compensation in excess of $250,000 annually; and (ii) any Contract relating to any retention, change in control or transaction bonus or severance or other termination obligation to any current or former employee, individual, consultant, officer or director of the Company or any Affiliate of Company Subsidiary, in each case other than Company Equity Plans. There are no existing breaches or defaults on the Company or holder of 5% or more of the outstanding Shares; (xi) any mortgage, pledge, security agreement, deed of trust or other contract granting a Lien on any material property or assets part of the Company or any Company Subsidiary of the Company; (xii) under any Contract that provides for payments by or to the Company or any Subsidiary of the Company in excess of $500,000 per annumMaterial Contract, or the delivery by the Company or any Subsidiary of the Company of goods or services with a fair market value in excess in $500,000 per annumand, during the remaining term thereof (in each case, based on the Company’s good faith estimate taking into account payments or deliveries, as applicable, during the calendar year 2014); (xiii) any customer, client, supply or vendor Contract that involved consideration payable by or to the Company or any Subsidiary of the Company in fiscal year 2014 in excess of $500,000 or that is reasonably likely to involved consideration payable by or to the Company or any Subsidiary of the Company in fiscal year 2015 in excess of $500,000; and (xiv) any Contract that restricts or otherwise limits the payment of dividends or other distributions on equity securities, prohibits the pledging of the capital stock to the Company or any Subsidiary of the Company or prohibits the issuance of guarantees by any Subsidiary of the Company. (b) Except for Material Contracts that have expired or terminated by their terms, each Material Contract required to be filed as an exhibit to (i) the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 or (ii) any Company SEC Document filed after such Form 10‑K, is valid, in full force and effect and binding upon the Company or the applicable Company Subsidiary, and to the knowledge of the Company, binding upon there are no existing breaches or defaults on the part of any other parties thereto in accordance with its terms (except to the extent enforceability may be limited by the effect of applicable bankruptcy, reorganization, insolvency, moratorium or other Laws affecting the enforcement of creditors’ rights generally and the effect of general principles of equity, regardless of whether such enforceability is considered in a proceeding at Law or in equity). The Company and the Company Subsidiaries have not received any claim of a material breach or violation of, or are not in default Person under any Material Contract, in each case except for defaults which where, individually or in the aggregate have aggregate, such breaches or defaults would not resulted in termination of a Material Contract reasonably be expected to constitute or resulted result in a material liabilityCompany Material Adverse Effect. No event has occurred or not occurred through the Company’s or any Company Subsidiary’s action or inaction or, nor to the knowledge of the Company does Company, through the action or inaction of any condition exist that third party, that, with notice or the lapse of time or both both, would constitute a breach of or default thereunderunder the terms of any Material Contract, in each case except for defaults which where, individually or in the aggregate have aggregate, such breaches or defaults would not resulted reasonably be expected to constitute or result in termination of a Company Material Adverse Effect. Each Material Contract is valid, has not been terminated prior to the date of this Agreement, is enforceable against the Company or resulted the applicable Company Subsidiary that is a party to such Material Contract, and, to the knowledge of the Company, is enforceable against the other parties thereto, in each case subject to: (i) laws of general application relating to bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors’ rights generally; and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies, and, in each case, except as, individually or in the aggregate, would not reasonably be expected to constitute or result in a material liability for Company Material Adverse Effect. To the knowledge of the Company, none of the Company or any Company Subsidiary has any outstanding dispute with a Top Customer or Top Supplier, other than disputes arising in the ordinary course of business that are not material to the business of the Company and the Company Subsidiaries, taken as a whole. Prior to the date of this Agreement, the Company has made available to Parent correct and complete copies of each Material Contract in effect as of the date of this Agreement, together with all material amendments and supplements thereto in effect as of the date of this Agreement. Prior to the date of this Agreement, no Top Customer or Top Supplier to the Company or a Company Subsidiary has canceled, terminated or substantially curtailed its relationship with the Company or any Company Subsidiary, given written notice to the Company or any Company Subsidiary of any intention to cancel, terminate or substantially curtail its relationship with the Company or any Company Subsidiary, or, to the knowledge of the Company, threatened to do any of the foregoing.

Contracts. (a) Except for this Agreement and except for Contracts filed as exhibits to the Company SEC Documents, as of the date of this Agreement, none of the Company or its Subsidiaries is a party to or bound by any Material Contract, except as set forth in Section 4.12(a3.12(a) of the Company Disclosure Schedule which contains Letter sets forth a correct and complete list, and accurate list the Company has made available to Parent correct and complete copies, of all Material Contracts (including all material amendments, modifications, extensions or renewals with respect thereto, but excluding all names, terms and conditions that have been redacted in compliance with the terms of each such Contract or with applicable Laws governing the sharing of information) to or by which the Company or any of its Subsidiaries is a party as of the date of this Agreement. For all purposes of and under this AgreementAgreement (collectively, a the “Material Contract” shall mean any of the following to which the Company or any of the Subsidiaries of the Company is a party or by which any assets of the Company or any of the Subsidiaries of the Company are bound as of the date of this Agreement.Contracts”): (i) that are required to be filed as an exhibit to any “material contract” (as such term is defined report of the Company filed pursuant to the Exchange Act of the type described in Item 601(b)(10) of Regulation S-K) required to be filed as an exhibit to the Company SEC Documents, whether or not filed with K promulgated by the SEC, prior to the date of this Agreement; (ii) that contain a covenant restricting the ability of the Company or any Contract of its Subsidiaries (x) to compete in any business or with any Person or in any geographic area, (y) to sell to or purchase from any other Person or (z) to hire or solicit for employment any individuals or groups of individuals; (iii) that contains contain change-of-control provisions relating to the Company or any of its Subsidiaries; (iv) with respect to the employment of any directors, executive officers or other senior officers of the Company; (v) with any Affiliate of the Company (other than any of its Subsidiaries and other than employment or compensation-related Contracts); (vi) which substantially relates to (A) the granting to the Company or any covenant of its Subsidiaries of any IP License in or to any material Company Intellectual Property owned by a third party, or (B) the granting by the Company or any Subsidiary of its Subsidiaries of any IP License to a third party in or to any material Company Intellectual Property, in each of clause (A) and (B) above, excluding “click-wrap” or “shrink-wrap” agreements, agreements contained in or pertaining to “off-the-shelf” Software, or the terms of use or service for any web site; (vii) relating to any joint venture, partnership or other similar arrangement involving co-investment with a third party; (viii) with a Governmental Authority (other than ordinary course Contracts with Governmental Authorities as a customer) which impose any material obligation or restriction on the Company or any of its Subsidiaries; (ix) relating to any indebtedness for borrowed money of the Company not to engage in or any line of business its Subsidiaries is outstanding or to compete with any Person in any line of business, may be incurred or (B) “most favored nation,” “exclusivity” or similar provisions; (iii) any contract containing any “earn-out” or other similar contingent payment obligations pursuant to which the Company or any Subsidiary of the Company its Subsidiaries has guaranteed any remaining liability as indebtedness for borrowed money of the date of this Agreement that could result, in each case, in payments by any other Person (other than the Company or any Subsidiary of its Subsidiaries and excluding trade payables arising in the ordinary course of business) or that is a mortgage, security agreement, capital lease or similar agreements that creates a lien on any material asset of the Company after the date or any of the this Agreement its Subsidiaries, in each case involving annual payments of more than $75,000; (x) that is a service contract, equipment lease or arrangement (other than contingent payment arrangements purchase orders entered into in the ordinary course of business); (iv) any Contract that (1) is material with respect to the Company receipt of goods and its Subsidiaries, taken as a whole, and requires the consent of the other party thereto upon a change in control of the Company or (2) would require the Company or any successor thereto to make any material payment to another Person upon consummation of a change in control of the Company; (v) any Contract (A) relating to the disposition or acquisition services involving payments by the Company or any Subsidiary of its Subsidiaries of more than $75,000 in the Company aggregate over the term of assets whose value, in each case, is in excess of $500,000, (B) pursuant to which the Company or any Subsidiary of the Company will acquire any ownership interest in any other Person or other business enterprise other than any Subsidiary of the Company, or (C) any contract that involves a joint venture, limited liability company or partnership with a third Personsuch contract; (vixi) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other Contracts relating to the borrowing of money or extension of credit, in each case in excess of $500,000, other than (A) accounts receivable and payable in the ordinary course of business, (B) loans to Subsidiaries of the Company in the ordinary course of business, and (C) extensions of credit to customers or from suppliers in the ordinary course of business; (vii) any Contract pursuant to which the Company, Subsidiary any of the Company, its Subsidiaries or any other party thereto has material continuing obligations, rights or interests relating to the research, development, clinical trial, distribution, supply, manufacture manufacture, testing, design, marketing or marketing co-promotion of, or collaboration with respect to, any Company products or product for which the Company or any Subsidiary candidates of the Company is currently engaged in research or development, excluding (A) non-disclosure agreements; (B) agreements with contractors or vendors providing services to the Company or any Subsidiary of the Company, and (C) leases; (viii) any Contract providing for indemnification or guarantee of the obligations of any other Person that would be material to the Company and its Subsidiaries, taken as a whole, other than any such contracts entered into in the ordinary course of business consistent with past practice; (ix) any Contract that provides for the grant of a license, or the development (excluding contracts with employees, consultants and contractors) of any intellectual property of the Company or any Subsidiary of the Company (other than non-exclusive licenses granted to third parties in the ordinary course of business by the Company or any of its Subsidiaries; (x) any Contract , including material manufacture or supply services or material Contracts with any (x) Governmental Authority or (y) director or officer of the Company or any Subsidiary of the Company or any Affiliate of the Company or holder of 5% or more of the outstanding Shares; (xi) any mortgage, pledge, security agreement, deed of trust or other contract granting a Lien on any material property or assets of the Company or any Subsidiary of the Company;research organizations for clinical trials-related services; and (xii) any Contract that provides for payments by or relating to the Company future disposition or acquisition of any Subsidiary material assets or properties, other than dispositions or acquisitions in the ordinary course of the Company in excess of $500,000 per annum, or the delivery by the Company or any Subsidiary of the Company of goods or services with a fair market value in excess in $500,000 per annum, during the remaining term thereof (in each case, based on the Company’s good faith estimate taking into account payments or deliveries, as applicable, during the calendar year 2014); (xiii) any customer, client, supply or vendor Contract that involved consideration payable by or to the Company or any Subsidiary of the Company in fiscal year 2014 in excess of $500,000 or that is reasonably likely to involved consideration payable by or to the Company or any Subsidiary of the Company in fiscal year 2015 in excess of $500,000; and (xiv) any Contract that restricts or otherwise limits the payment of dividends or other distributions on equity securities, prohibits the pledging of the capital stock to the Company or any Subsidiary of the Company or prohibits the issuance of guarantees by any Subsidiary of the Companybusiness. (b) Except for Material Contracts that have expired or terminated by their termsEach Company Contract is valid and binding on the Company and each of its Subsidiaries which is party thereto and, to the Knowledge of the Company, each Material Contract required to be filed as an exhibit to (i) the Company’s Annual Report on Form 10-K for the year ended December 31other party thereto, 2014 or (ii) any Company SEC Document filed after such Form 10‑K, and is valid, in full force and effect effect, and binding upon the Company or the applicable Company Subsidiary, and each of its Subsidiaries has performed all obligations required to be performed by them prior to the knowledge date of this Agreement under each Company Contract and, to the Knowledge of the Company, binding upon the each other parties thereto in accordance with its terms (except party to each Company Contract has performed all obligations required to be performed by it prior to the extent enforceability may be limited by the effect date of applicable bankruptcy, reorganization, insolvency, moratorium or other Laws affecting the enforcement of creditors’ rights generally and the effect of general principles of equity, regardless of whether this Agreement under such enforceability is considered in a proceeding at Law or in equity). The Company and the Company Subsidiaries have not received any claim of a material breach or violation of, or are not in default under any Material Contract, except for defaults which such failures to be in compliance by the Company, any of its Subsidiaries or such other party as would not, individually or in the aggregate aggregate, reasonably be expected to have not resulted in termination of a Company Material Contract or resulted in a material liability, nor to the knowledge of the Company does any condition exist that with notice or lapse of time or both would constitute a default thereunder, except for defaults which individually or in the aggregate have not resulted in termination of a Material Contract or resulted in a material liability for the CompanyAdverse Effect.

Contracts. (a) Except for this Agreement and except for Contracts as filed as exhibits to the Company SEC DocumentsDocuments filed prior to the date hereof, there is no Company Agreement which, as of the date of this Agreementhereof, none of the Company or its Subsidiaries (A) is a party to or bound by any Material Contract, except as set forth in Section 4.12(a) of the Company Disclosure Schedule which contains a complete and accurate list of all Material Contracts to or by which the Company or any of its Subsidiaries is a party as of the date of this Agreement. For all purposes of and under this Agreement, a “Material Contract” shall mean any of the following to which the Company or any of the Subsidiaries of the Company is a party or by which any assets of the Company or any of the Subsidiaries of the Company are bound as of the date of this Agreement. (i) any “"material contract” " (as such term is defined in Item 601(b)(10) of Regulation S-K) required to be filed as an exhibit to the Company SEC Documents, whether or not filed with K of the SEC), prior to the date of this Agreement; (ii) any Contract that contains (A) any covenant by the Company or any Subsidiary of the Company not to engage in any line of business or to compete with any Person in any line of business, or (B) “most favored nation,” “exclusivity” or similar provisions; involves aggregate expenditures in excess of $2 million, (iiiC) involves annual expenditures in excess of $1 million in any contract containing any “earn-out” or other similar contingent payment obligations pursuant to which the Company any Subsidiary of the Company has any remaining liability as of the date of this Agreement that could result, in each case, in payments by the Company or any Subsidiary of the Company after the date of the this Agreement (other than contingent payment arrangements twelve month period and was not entered into in the ordinary course of business); (iv) any Contract that (1) is material to the Company and its Subsidiaries, taken as a whole, and requires the consent of the other party thereto upon a change in control of the Company or (2) would require the Company or any successor thereto to make any material payment to another Person upon consummation of a change in control of the Company; (v) any Contract (A) relating to the disposition or acquisition by the Company or any Subsidiary of the Company of assets whose value, in each case, is in excess of $500,000, (BD) pursuant to which the Company that contains "take or any Subsidiary of the Company will acquire any ownership interest in any other Person or other business enterprise other than any Subsidiary of the Company, or (C) any contract that involves a joint venture, limited liability company or partnership with a third Person; (vi) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other Contracts relating to the borrowing of money or extension of credit, in each case in excess of $500,000, other than (A) accounts receivable and payable in the ordinary course of business, (B) loans to Subsidiaries of the Company in the ordinary course of business, and (C) extensions of credit to customers or from suppliers in the ordinary course of business; (vii) any Contract pursuant to which the Company, Subsidiary of the Company, or any other party thereto has material continuing obligations, rights or interests relating to the research, development, supply, manufacture or marketing of, or collaboration with respect to, any Company product for which the Company or any Subsidiary of the Company is currently engaged in research or development, excluding (A) non-disclosure agreements; (B) agreements with contractors or vendors providing services pay" provisions applicable to the Company or any Subsidiary of the CompanyCompany Subsidiary, and (CE) leases; (viii) that contains any Contract providing for indemnification non-compete or guarantee of the obligations of exclusivity provisions with respect to any other Person that would be material to the Company and its Subsidiaries, taken as a whole, other than any such contracts entered into in the ordinary course line of business consistent or geographic area with past practice; (ix) any Contract that provides for the grant of a license, or the development (excluding contracts with employees, consultants and contractors) of any intellectual property of respect to the Company or any Subsidiary Company Subsidiary, or which restricts the conduct of the Company (other than non-exclusive licenses granted to third parties in the ordinary course any line of business by the Company or any of its Subsidiaries; Company Subsidiary, or any geographic area in which the Company or any Company Subsidiary conducts business, (xF) any Contract with contains any (x) Governmental Authority term under which the Company or any Company Subsidiary licenses Intellectual Property or Intellectual Property Rights from a third party (other than Ordinary Course Inbound Licenses), or (y) director term under which the Company or officer any Company Subsidiary licenses Intellectual Property or Intellectual Property Rights to any third party (other than Ordinary Course Outbound Licenses), (G) that is a partnership, joint venture or similar arrangement, unless immaterial to the Company and the Company Subsidiaries or (H) which would prohibit or materially delay the consummation of the Offer, the Merger or any of the other Transactions. Each contract of the type described above in Section 3.13, whether or not set forth in Section 3.13 of the Company Disclosure Schedule, is referred to herein as a "Company Material Agreement." Each Company Material Agreement is valid and binding on the Company and each Company Subsidiary that is a party thereto and, to the Company's knowledge, each other party thereto, as applicable, and in full force and effect (except that (x) such enforcement may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors' rights generally and (y) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought), and the Company and each Company Subsidiary has performed all obligations required to be performed by it under each Company Material Agreement and, to the Company's knowledge, each other party to each Company Material Agreement has performed all obligations required to be performed by it under such Company Material Agreement, except as would not have, individually or in the aggregate, a Company Material Adverse Effect. None of the Company or any Company Subsidiary of the Company has knowledge of, or has received written notice of, any violation or default under (or any Affiliate condition which with the passage of the Company or holder of 5% or more of the outstanding Shares; (xi) any mortgage, pledge, security agreement, deed of trust or other contract granting a Lien on any material property or assets of the Company or any Subsidiary of the Company; (xii) any Contract that provides for payments by or to the Company or any Subsidiary of the Company in excess of $500,000 per annum, time or the delivery by the Company giving of notice would cause such a violation of or any Subsidiary of the Company of goods or services with a fair market value in excess in $500,000 per annum, during the remaining term thereof (in each case, based on the Company’s good faith estimate taking into account payments or deliveries, as applicable, during the calendar year 2014); (xiii) any customer, client, supply or vendor Contract that involved consideration payable by or to the Company or any Subsidiary of the Company in fiscal year 2014 in excess of $500,000 or that is reasonably likely to involved consideration payable by or to the Company or any Subsidiary of the Company in fiscal year 2015 in excess of $500,000; and (xiv) any Contract that restricts or otherwise limits the payment of dividends or other distributions on equity securities, prohibits the pledging of the capital stock to the Company or any Subsidiary of the Company or prohibits the issuance of guarantees by any Subsidiary of the Company. (b) Except for Material Contracts that have expired or terminated by their terms, each Material Contract required to be filed as an exhibit to (i) the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 or (iidefault under) any Company SEC Document filed after such Form 10‑K, is valid, in full force and effect and binding upon the Company or the applicable Company Subsidiary, and to the knowledge of the Company, binding upon the other parties thereto in accordance with its terms (except to the extent enforceability may be limited by the effect of applicable bankruptcy, reorganization, insolvency, moratorium or other Laws affecting the enforcement of creditors’ rights generally and the effect of general principles of equity, regardless of whether such enforceability is considered in a proceeding at Law or in equity). The Company and the Company Subsidiaries have not received any claim of a material breach or violation of, or are not in default under any Material Contract, Agreement except for violations or defaults which that would not have, individually or in the aggregate have not resulted in termination of aggregate, a Company Material Contract or resulted in a material liability, nor to the knowledge of the Company does any condition exist that with notice or lapse of time or both would constitute a default thereunder, except for defaults which individually or in the aggregate have not resulted in termination of a Material Contract or resulted in a material liability for the CompanyAdverse Effect.

Contracts. (a) Except for this Agreement and except for Contracts filed as exhibits to set forth on Section 3.13 of the Company SEC DocumentsDisclosure Schedule, there is no Company Agreement (a) any of the benefits to any party of which will be increased, or the vesting of the benefits to any party of which will be accelerated, by the occurrence of any of the Transactions or (b) which, as of the date of this Agreementhereof, none of the Company or its Subsidiaries is a party to or bound by any Material Contract, except as set forth in Section 4.12(a) of the Company Disclosure Schedule which contains a complete and accurate list of all Material Contracts to or by which the Company or any of its Subsidiaries is a party as of the date of this Agreement. For all purposes of and under this Agreement, a “Material Contract” shall mean any of the following to which the Company or any of the Subsidiaries of the Company is a party or by which any assets of the Company or any of the Subsidiaries of the Company are bound as of the date of this Agreement. (i) any is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K) required to be filed as an exhibit to the Company SEC Documents, whether or not filed with K of the SEC), prior to the date of this Agreement; (ii) any Contract that contains (A) any covenant by the Company or any Subsidiary involves aggregate expenditures in excess of the Company not to engage in any line of business or to compete with any Person in any line of business$4.0 million, or (B) “most favored nation,” “exclusivity” or similar provisions; (iii) any contract containing any “earn-out” or other similar contingent payment obligations pursuant to which the Company any Subsidiary involves annual expenditures in excess of the Company has any remaining liability as of the date of this Agreement that could result, in each case, in payments by the Company or any Subsidiary of the Company after the date of the this Agreement (other than contingent payment arrangements $2.0 million and was not entered into in the ordinary course of business); , (iv) any Contract that (1) is material contains “take or pay” provisions applicable to the Company and its SubsidiariesCompany, taken as a whole, and requires the consent of the other party thereto upon a change in control of the Company or (2) would require the Company or any successor thereto to make any material payment to another Person upon consummation of a change in control of the Company; (v) that contains any Contract (A) relating non-compete or exclusivity provisions with respect to the disposition any line of business or acquisition by the Company or any Subsidiary of the Company of assets whose value, in each case, is in excess of $500,000, (B) pursuant geographic area with respect to which the Company or any Subsidiary of the Company will acquire any ownership interest in any other Person or other business enterprise other than any Subsidiary of the Company, or (C) any contract that involves a joint venture, limited liability company or partnership with a third Person; (vi) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other Contracts relating to the borrowing of money or extension of credit, in each case in excess of $500,000, other than (A) accounts receivable and payable in the ordinary course of business, (B) loans to Subsidiaries upon consummation of the Company Transactions, Parent or its Subsidiaries, or which restricts the conduct of any line of business by the Company, or upon consummation of the Transactions, Parent or its Subsidiaries, or any geographic area in the ordinary course of business, and (C) extensions of credit to customers or from suppliers in the ordinary course of business; (vii) any Contract pursuant to which the Company, Subsidiary or upon consummation of the CompanyTransactions, Parent or its Subsidiaries conducts business, or any other party thereto has material continuing obligations(vi) which would prohibit or materially delay the consummation of the Offer, rights or interests relating to the research, development, supply, manufacture or marketing of, or collaboration with respect to, any Company product for which the Company Merger or any Subsidiary of the other Transactions. Each contract of the type described above in Section 3.13, whether or not set forth in Section 3.13 of the Company Disclosure Schedule, is currently engaged in research or development, excluding (A) non-disclosure agreements; (B) agreements with contractors or vendors providing services referred to the Company or any Subsidiary of the Company, and (C) leases; (viii) any Contract providing for indemnification or guarantee of the obligations of any other Person that would be material to the Company and its Subsidiaries, taken herein as a whole, other than “Company Material Contract.” The Company Agreements that are set forth under any such contracts entered into in the ordinary course of business consistent with past practice; (ix) any Contract that provides for the grant of a license, or the development (excluding contracts with employees, consultants and contractors) of any intellectual property section of the Company Disclosure Schedule or any Subsidiary of should be so set forth therein are referred to herein as the “Company Scheduled Agreements.” Each Company Scheduled Agreement is valid and binding on the Company (other than non-exclusive licenses granted and, to third parties in the ordinary course of business by the Company or any of its Subsidiaries; (x) any Contract with any (x) Governmental Authority or (y) director or officer of the Company or any Subsidiary of the Company or any Affiliate of the Company or holder of 5% or more of the outstanding Shares; (xi) any mortgage, pledge, security agreement, deed of trust or other contract granting a Lien on any material property or assets of the Company or any Subsidiary of the Company; (xii) any Contract that provides for payments by or to the Company or any Subsidiary of the Company in excess of $500,000 per annum, or the delivery by the Company or any Subsidiary of the Company of goods or services with a fair market value in excess in $500,000 per annum, during the remaining term thereof (in each case, based on the Company’s good faith estimate taking into account payments or deliveriesknowledge, each other party thereto, as applicable, during and in full force and effect (except that (x) such enforcement may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors’ rights generally and (y) the calendar year 2014remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought); , and the Company has performed in all material respects all obligations required to be performed by it under each Company Scheduled Agreement and, to the Company’s knowledge, each other party to each Company Scheduled Agreement has performed in all material respects all obligations required to be performed by it under such Company Scheduled Agreement, except in all cases as would not be reasonably expected to, result in, individually or in the aggregate, a Company Material Adverse Effect. The Company does not know of, and has not received notice of, any violation or default under (xiiior any condition which with the passage of time or the giving of notice would cause such a violation of or default under) any customerCompany Scheduled Agreement except for violations or defaults that would not be reasonably expected to, clientresult in, supply individually or vendor Contract that involved consideration payable by or to in the aggregate, a Company or any Subsidiary of the Company in fiscal year 2014 in excess of $500,000 or that is reasonably likely to involved consideration payable by or to the Company or any Subsidiary of the Company in fiscal year 2015 in excess of $500,000; and (xiv) any Contract that restricts or otherwise limits the payment of dividends or other distributions on equity securities, prohibits the pledging of the capital stock to the Company or any Subsidiary of the Company or prohibits the issuance of guarantees by any Subsidiary of the CompanyMaterial Adverse Effect. (b) Except The Company has delivered or made available to Parent or provided to Parent for review, prior to the execution of this Agreement, true and complete copies of all of the Company Material Contracts that have expired or terminated by their terms, each Material Contract other Company Scheduled Agreements required to be disclosed in Section 3.13 of the Company Disclosure Schedule, which are not filed as an exhibit exhibits to (i) the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 or (ii) any Company SEC Document filed after such Form 10‑K, is valid, in full force and effect and binding upon the Company or the applicable Company Subsidiary, and to the knowledge of the Company, binding upon the other parties thereto in accordance with its terms (except to the extent enforceability may be limited by the effect of applicable bankruptcy, reorganization, insolvency, moratorium or other Laws affecting the enforcement of creditors’ rights generally and the effect of general principles of equity, regardless of whether such enforceability is considered in a proceeding at Law or in equity). The Company Documents and the Company Subsidiaries have not received any claim of a material breach or violation of, or are not Material Contracts required to be disclosed in default under any Material Contract, except for defaults which individually or in the aggregate have not resulted in termination of a Material Contract or resulted in a material liability, nor to the knowledge Section 3.13 of the Company does any condition exist that with notice or lapse Disclosure Schedule filed as exhibits to the Company SEC Documents are true and complete copies of time or both would constitute a default thereunder, except for defaults which individually or in the aggregate have not resulted in termination of a Material Contract or resulted in a material liability for the Companysuch contracts.

Contracts. (a) Except for this Agreement and except for Contracts filed as exhibits to the Company SEC Documents, as As of the date of this Agreement, none Agreement and except as set forth in Section 2.18 of the Company or Disclosure Letter, neither the Company nor any of its Subsidiaries is a party to or is bound by any Material Contract, except as set forth in Section 4.12(a) of the Company Disclosure Schedule which contains a complete and accurate list of all Material Contracts to following Contracts: (i) any written employment or by which consulting Contract; (ii) any Contract whereby the Company or any of its Subsidiaries is a party as has assumed any obligation or duty to warrant, indemnify, reimburse, hold harmless, guaranty or otherwise assume or incur any obligation or liability of any other Person (including with respect to the date of this Agreement. For all purposes of and under this Agreement, a “Material Contract” shall mean any of the following to which infringement or misappropriation by the Company or any of its Subsidiaries or such other Person of the Subsidiaries Intellectual Property Rights of any Person other than the Company or any of its Subsidiaries), other than any Contract entered into in connection with the sale or license of Company Intellectual Property or services in the ordinary course of business consistent with past practice; (iii) except as set forth in Section 2.18(a)(iii) of the Company is a party or by which Disclosure Letter, any assets Contract containing any covenant limiting in any respect the right of the Company or any of the its Subsidiaries of the Company are bound as of the date of this Agreement. (i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K) required to be filed as an exhibit to the Company SEC Documents, whether or not filed with the SEC, prior to the date of this Agreement; (ii) any Contract that contains (A) any covenant by the Company or any Subsidiary of the Company not to engage in any line of business or to compete with any Person in or granting any line of business, exclusive rights (including any exclusive license or (Bright to use any Intellectual Property Rights) or “most favored nation,” “exclusivity” status or similar provisions; (iii) limiting the Company’s ability to acquire assets or securities of any contract containing any “earn-out” or other similar contingent payment obligations pursuant to which the Company any Subsidiary of the Company has any remaining liability as of the date of this Agreement that could result, in each case, in payments by the Company or any Subsidiary of the Company after the date of the this Agreement (other than contingent payment arrangements entered into in the ordinary course of business)third parties; (iv) any Contract that (1) is material to the Company and its Subsidiaries, taken as a whole, and requires the consent of the other party thereto upon a change in control of the Company or (2) would require the Company or any successor thereto to make any material payment to another Person upon consummation of a change in control of the Company; (v) any Contract (A) relating to the disposition or acquisition by the Company or any Subsidiary of its Subsidiaries after the Company date of this Agreement of assets whose value, not in each case, is in excess the ordinary course of $500,000, (B) business or pursuant to which the Company or any Subsidiary of the Company will acquire its Subsidiaries has any ownership interest in any other Person corporation, partnership, joint venture or other business enterprise other than any Subsidiary of the Company, or ’s Subsidiaries; (Cv) any contract that involves a partnership, joint venture, limited liability company venture or partnership with a third Personsimilar Contract; (vi) any joint marketing or development Contract; (vii) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other Contracts relating to the borrowing of money or extension of credit, in each case in excess of $500,000, other than (A) accounts receivable and payable in the ordinary course of business, (B) loans to Subsidiaries of the Company in the ordinary course of business, and (C) extensions of credit to customers or from suppliers in the ordinary course of business; (vii) any Contract pursuant to which the Company, Subsidiary of the Company, or any other party thereto has material continuing obligations, rights or interests relating to the research, development, supply, manufacture or marketing of, or collaboration with respect to, any Company product for which the Company or any Subsidiary of the Company is currently engaged in research or development, excluding (A) non-disclosure agreements; (B) agreements with contractors or vendors providing services to the Company or any Subsidiary of the Company, and (C) leases; (viii) any Contract providing for indemnification or guarantee of the obligations of any other Person that would be material to the Company and its Subsidiaries, taken as a whole, other than any such contracts entered into trade payables incurred in the ordinary course of business consistent with past practice, or any Contract under which the Company or any of its Subsidiaries acts as guarantor, surety, co-signer, endorser, co-maker, indemnitor or otherwise in respect of the obligation for borrowed money or other indebtedness of any Person (other than the Company or its Subsidiaries); (viii) any Contract that contains any put, call or similar right pursuant to which the Company or any of its Subsidiaries could be required to purchase or sell, as applicable, any equity interests of any Person or assets; (ix) any Contract that provides for the grant of a license, or the development (excluding contracts with employees, consultants and contractors) of any intellectual property of material settlement agreement under which the Company has ongoing obligations; (x) any real property lease or any Subsidiary of the Company (other than non-exclusive licenses granted to third parties in the ordinary course of business lease for personal property involving payments by the Company or any of its Subsidiaries; Subsidiaries in excess of $50,000 annually (x) any Contract with any (x) Governmental Authority or (y) director or officer of the Company or any Subsidiary of the Company or any Affiliate of the Company or holder of 5% or more of the outstanding Sharesincluding capitalized leases); (xi) any mortgage, pledge, security agreement, deed other Contract involving or reasonably anticipated to involve in excess of trust $200,000 being paid by or other contract granting a Lien on any material property or assets of to the Company or any Subsidiary of its Subsidiaries over the Companyterm thereof; (xii) any Contract that provides for payments by involving or relating to the Company or any Subsidiary of the Company in excess of $500,000 per annum, or the delivery by the Company or any Subsidiary of the Company of goods or services with a fair market value in excess in $500,000 per annum, during the remaining term thereof (in each case, based on the Company’s good faith estimate taking into account payments or deliveries, as applicable, during the calendar year 2014);Grant; and (xiii) any customer, client, supply or vendor other Contract that involved consideration payable by or is otherwise material to the Company or any Subsidiary of the Company in fiscal year 2014 in excess of $500,000 or that is reasonably likely to involved consideration payable by or to the Company or any Subsidiary of the Company in fiscal year 2015 in excess of $500,000; and (xiv) any Contract that restricts or otherwise limits the payment of dividends or other distributions on equity securities, prohibits the pledging of the capital stock to the Company or any Subsidiary of the Company or prohibits the issuance of guarantees by any Subsidiary of the Companyand its Subsidiaries taken as a whole. (b) Except for Material Contracts that have expired or terminated by their termsNeither the Company nor any of its Subsidiaries, each Material nor to the Company’s Knowledge any other party to any Contract required to be filed disclosed in Section 2.11(b)(ii), 2.17 or 2.18 of the Company Disclosure Letter (or any Contract entered into after the date of this Agreement that would be required to be disclosed on Section 2.11(b)(ii), 2.17 or 2.18 of the Company Disclosure Letter if it were in existence as an exhibit to of the date hereof) (i) any such contract, a “Company Contract”), is in material breach, violation or default under, and neither the Company’s Annual Report on Form 10-K for the year ended December 31Company nor any of its Subsidiaries has received written notice that it has materially breached, 2014 violated or (ii) defaulted under, any Company SEC Document filed after such Form 10‑KContract. Each Company Contract is a legal, is valid, in full force and effect valid and binding upon obligation of the Company or the applicable Subsidiary that is a party thereto, enforceable against the Company and such Subsidiary, and to the knowledge of the Company’s Knowledge, binding upon the other parties thereto in accordance with its terms (except subject to the extent enforceability may be limited by the effect of applicable bankruptcy, reorganization, insolvency, moratorium or other Laws affecting the enforcement of creditors’ rights generally Bankruptcy and the effect of general principles of equity, regardless of whether such enforceability is considered in a proceeding at Law or in equityEquity Exception). The Company and the Company Subsidiaries have not received any claim of a material breach or violation of, or are not in default under any Material Contract, except for defaults which such failures to be legal, valid and binding or to be enforceable as would not, individually or in the aggregate have with similar failures, would not resulted in termination of a Material Contract or resulted in a reasonably be expected to be material liability, nor to the knowledge Company and its Subsidiaries taken as a whole. The Company has made available to the Parent true and correct copies of all Company Contracts in existence as of the Company does any condition exist that with notice or lapse date of time or both would constitute a default thereunder, except for defaults which individually or in the aggregate have not resulted in termination of a Material Contract or resulted in a material liability for the Companythis Agreement.

Contracts. Schedule 3(v) sets forth a list (asorted by reference to the clauses of this subsection) Except for this Agreement of all contracts, agreements, arrangements, guarantees, licenses, leases and except for Contracts executory commitments, other than Benefit Plans and any contracts heretofore filed as exhibits an exhibit to the Company any SEC DocumentsDocument, that exist as of the date of this Agreement, none of the Company or its Subsidiaries is a party hereof to or bound by any Material Contract, except as set forth in Section 4.12(a) of the Company Disclosure Schedule which contains a complete and accurate list of all Material Contracts to or by which the Company or any of its Subsidiaries is a party as of the date of this Agreement. For all purposes of or by which it is bound and under this Agreement, a “Material Contract” shall mean which fall within any of the following categories (each a "Contract"): (a) Contracts not entered into in the ordinary course of the Company's or any of its Subsidiaries' respective businesses; (b) joint venture, partnership or franchising agreements, (c) Contracts containing covenants purporting to which limit the freedom of the Company or any of its Subsidiaries to compete in any line of business in any geographic area or to hire any individual or group of individuals, (d) Contracts which after the Subsidiaries consummation of any of the Transactions would have the effect of limiting the freedom of the Company is a party or by which any Subsidiary to compete in any line of business in any geographic area or to hire any individual or group of individuals, (e) Contracts relating to any outstanding commitment for capital expenditures in excess of $25,000, (f) indentures, mortgages, promissory notes, loan agreements or guarantees of borrowed money, letters of credit or other agreements or instruments of the Company or any Subsidiary evidencing indebtedness for borrowed money or providing for the creation of any charge, security interest, encumbrance or lien upon any of the assets of the Company or any of its Subsidiaries, (g) License Agreements, (h) Contracts with respect to which a change in the Subsidiaries ownership (whether directly or indirectly) of the shares of Company Common Stock or the composition of the Board of Directors of the Company are bound as or any of its Subsidiaries or any of the date other Transactions may result in a violation of this Agreement. or default under, or give rise to a right of termination, modification, cancellation or acceleration of any obligation or loss of benefits under, such Contract, (i) any “material contract” (as such term is defined in other agreement of a type required to be filed under Item 601(b)(10) of Regulation S-K) required to be filed as an exhibit to the Company SEC Documents, whether or not filed with K promulgated by the SEC, prior to the date of this Agreement; (ii) any Contract that contains (A) any covenant by the Company or any Subsidiary of the Company not to engage in any line of business or to compete with any Person in any line of business, ; or (Bj) “most favored nation,” “exclusivity” or similar provisions; Contracts (iii) any contract containing any “earn-out” or other similar contingent payment obligations pursuant to which the Company any Subsidiary of the Company has any remaining liability as of the date of this Agreement that could result, in each case, in payments by the Company or any Subsidiary of the Company after the date of the this Agreement (other than contingent payment arrangements entered into in the ordinary course of business); (iv) any Contract that (1) is material to the Company including employment agreements and its Subsidiaries, taken as a whole, and requires the consent of the other party thereto upon a change in control of the Company or (2) would require the Company or any successor thereto to make any material payment to another Person upon consummation of a change in control of the Company; (v) any Contract (A) relating to the disposition or acquisition by the Company or any Subsidiary of the Company of assets whose value, in each case, is in excess of $500,000, (Bconsulting agreements) pursuant to which the Company or any Subsidiary is required to employ or obtain services from any Person otherwise than on an "at-will" basis for any period of the Company will acquire any ownership interest in any other Person or other business enterprise other than any Subsidiary of the Company, or (C) any contract that involves a joint venture, limited liability company or partnership with a third Person; (vi) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other time. All Contracts relating to the borrowing of money or extension of credit, in each case in excess of $500,000, other than (A) accounts receivable and payable in the ordinary course of business, (B) loans to Subsidiaries of the Company in the ordinary course of business, and (C) extensions of credit to customers or from suppliers in the ordinary course of business; (vii) any Contract pursuant to which the Company, Subsidiary of the Company, or any other party thereto has material continuing obligations, rights or interests relating to the research, development, supply, manufacture or marketing of, or collaboration with respect to, any Company product for which the Company or any Subsidiary of the Company is currently engaged in research or development, excluding (A) non-disclosure agreements; (B) agreements with contractors or vendors providing services to the Company or any Subsidiary of the Company, and (C) leases; (viii) any Contract providing for indemnification or guarantee of the obligations of any other Person that would be material to the Company and its Subsidiaries, taken as a whole, other than any such contracts entered into in the ordinary course of business consistent with past practice; (ix) any Contract that provides for the grant of a license, or the development (excluding contracts with employees, consultants and contractors) of any intellectual property of the Company or any Subsidiary of the Company (other than non-exclusive licenses granted to third parties in the ordinary course of business by the Company or any of its Subsidiaries; (x) any Contract with any (x) Governmental Authority Subsidiaries is a party or (y) director or officer by which it is bound are valid and binding obligations of the Company or any its Subsidiary of the Company or any Affiliate of the Company or holder of 5% or more of the outstanding Shares; (xi) any mortgage, pledge, security agreement, deed of trust or other contract granting a Lien on any material property or assets of the Company or any Subsidiary of the Company; (xii) any Contract that provides for payments by or to the Company or any Subsidiary of the Company in excess of $500,000 per annum, or the delivery by the Company or any Subsidiary of the Company of goods or services with a fair market value in excess in $500,000 per annum, during the remaining term thereof (in each case, based on the Company’s good faith estimate taking into account payments or deliveries, as applicable) and, during the calendar year 2014); (xiii) any customer, client, supply or vendor Contract that involved consideration payable by or to the Company or any Subsidiary of the Company in fiscal year 2014 in excess of $500,000 or that is reasonably likely to involved consideration payable by or to the Company or any Subsidiary of the Company in fiscal year 2015 in excess of $500,000; and (xiv) any Contract that restricts or otherwise limits the payment of dividends or other distributions on equity securities, prohibits the pledging of the capital stock to the Company or any Subsidiary of the Company or prohibits the issuance of guarantees by any Subsidiary of the Company. (b) Except for Material Contracts that have expired or terminated by their terms, each Material Contract required to be filed as an exhibit to (i) the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 or (ii) any Company SEC Document filed after such Form 10‑K, is valid, in full force and effect and binding upon the Company or the applicable Company Subsidiary, and to the knowledge of the Company, the valid and binding upon obligation of each other party thereto. Neither the other parties thereto in accordance with Company or its terms Subsidiary (except as applicable) nor, to the extent enforceability may be limited knowledge of the Company, any other party thereto is in violation of or in default in respect of, nor has there occurred an event or condition which with the passage of time or giving of notice (or both) would constitute a default by the effect of applicable bankruptcy, reorganization, insolvency, moratorium Company or its Subsidiary (as applicable) (or to its knowledge a default by any other Laws affecting party thereto) under or permit the enforcement of creditors’ rights generally and the effect of general principles of equity, regardless of whether such enforceability is considered in a proceeding at Law or in equity). The Company and the Company Subsidiaries have not received any claim of a material breach or violation termination of, or are not in default under any Material such Contract, except for defaults which such instances of default thereunder or terminations thereof that would not individually or in the aggregate have not resulted result in termination of a Material Contract or resulted in a material liabilityAdverse Effect. The Company has, nor prior to the knowledge date hereof, delivered or made available true, complete and correct copies of the Company does any condition exist that with notice or lapse of time or both would constitute a default thereunder, except for defaults which individually or in Contracts to the aggregate have not resulted in termination of a Material Contract or resulted in a material liability for the CompanyBuyers.

Contracts. (ai) Except for this Agreement as disclosed in the Filed Company SEC Documents and except for Contracts filed as exhibits with respect to licenses and other agreements relating to intellectual property, which are the Company SEC Documentssubject of Section 4.01(p), as of the date of this Agreementhereof, none of neither the Company or its Subsidiaries is a party to or bound by any Material Contract, except as set forth in Section 4.12(a) of the Company Disclosure Schedule which contains a complete and accurate list of all Material Contracts to or by which the Company or nor any of its Subsidiaries is a party as to, and none of the date their respective properties or other assets is subject to, any Contract that is of this Agreement. For all purposes of and under this Agreement, a “Material Contract” shall mean any of the following to which the Company or any of the Subsidiaries of the Company is a party or by which any assets of the Company or any of the Subsidiaries of the Company are bound as of the date of this Agreement. (i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K) nature required to be filed as an exhibit to a report or filing under the Securities Act or the Exchange Act and the rules and regulations promulgated thereunder. None of the Company, any of its Subsidiaries or, to the Knowledge of the Company, any other party thereto is in violation of or in default under (nor does there exist any condition which upon the passage of time or the giving of notice or both would cause such a violation of or default under) any Contract, to which it is a party or by which it or any of its properties or other assets is bound, except for violations or defaults that individually or in the aggregate have not had and would not reasonably be expected to have a Material Adverse Effect. Neither the Company SEC Documents, whether or not filed with the SEC, prior to the date nor any of this Agreement; (ii) its Subsidiaries has entered into any Contract that contains (A) with any covenant by the Company or any Subsidiary Affiliate of the Company not to engage that is in any line of business or to compete with any Person in any line of business, or (B) “most favored nation,” “exclusivity” or similar provisions; (iii) any contract containing any “earn-out” or other similar contingent payment obligations pursuant to which the Company any Subsidiary of the Company has any remaining liability effect as of the date of this Agreement hereof other than Contracts that could result, are disclosed in each case, in payments by the Filed Company SEC Documents. Neither the Company nor any of its Subsidiaries is a party to or otherwise bound by any Subsidiary of the Company after the date of the this Agreement (other than contingent payment arrangements entered into in the ordinary course of business); (iv) any Contract that (1) is material to the Company and its Subsidiaries, taken as a whole, and requires the consent of the other party thereto upon a change in control of the Company agreement or (2) would require the Company or any successor thereto to make any material payment to another Person upon consummation of a change in control of the Company; (v) any Contract covenant (A) relating restricting in any material respect the Company’s or its Subsidiaries’ ability to the disposition or acquisition by the Company or any Subsidiary of the Company of assets whose value, in each case, is in excess of $500,000compete, (B) pursuant to which the Company or any Subsidiary of the Company will acquire any ownership interest restricting in any other Person or other business enterprise respect the Company’s Affiliates’ ability to compete (other than any Subsidiary of the Company’s Subsidiaries), or (C) restricting in any contract that involves a joint venture, limited liability company or partnership with a third Person; (vi) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other Contracts relating to the borrowing of money or extension of credit, in each case in excess of $500,000, other than (A) accounts receivable and payable in the ordinary course of business, (B) loans to Subsidiaries of the Company in the ordinary course of business, and (C) extensions of credit to customers or from suppliers in the ordinary course of business; (vii) any Contract pursuant to which the Company, Subsidiary of the Company, or any other party thereto has material continuing obligations, rights or interests relating to respect the research, development, distribution, sale, supply, manufacture or marketing of, or collaboration with respect to, any Company product for which the Company or any Subsidiary of the Company is currently engaged in research or development, excluding (A) non-disclosure agreements; (B) agreements with contractors or vendors providing services to the Company or any Subsidiary of the Company, and (C) leases; (viii) any Contract providing for indemnification or guarantee of the obligations of any other Person that would be material to the Company and its Subsidiaries, taken as a whole, other than any such contracts entered into in the ordinary course of business consistent with past practice; (ix) any Contract that provides for the grant of a license, marketing or the development (excluding contracts with employees, consultants and contractors) manufacturing of any intellectual property products or services of the Company or any Subsidiary of the Company (other than non-exclusive licenses granted to third parties in the ordinary course of business by the Company or any of its Subsidiaries;, (D) restricting in any respect the research, development, distribution, sale, supply, license, marketing or manufacturing of products or services of any of the Company’s Affiliates (other than the Company’s Subsidiaries) or (E) containing a right of first refusal, right of first negotiation or right of first offer in favor of a party other than the Company or its Subsidiaries. (xii) any Contract with any (x) Governmental Authority Each Participant who has proprietary knowledge of or (y) director information relating to the material elements of the design, the manufacturing processes or officer the formulation of the products of the Company or any of its Subsidiaries has executed and delivered to the Company or the applicable Subsidiary of the Company an agreement or agreements, substantially in the form(s) set forth in Section 4.01(i)(ii) of the Company Disclosure Letter restricting such person’s right to use and disclose confidential information of the Company or any Affiliate of the Company or holder of 5% or more of the outstanding Shares; (xi) any mortgage, pledge, security agreement, deed of trust or other contract granting a Lien on any material property or assets of the Company or any Subsidiary of the Company; (xii) any Contract that provides for payments by or to the Company or any Subsidiary of the Company in excess of $500,000 per annum, or the delivery by the Company or any Subsidiary of the Company of goods or services with a fair market value in excess in $500,000 per annum, during the remaining term thereof (in each case, based on the Company’s good faith estimate taking into account payments or deliveries, as applicable, during the calendar year 2014); (xiii) any customer, client, supply or vendor Contract that involved consideration payable by or to the Company or any Subsidiary of the Company in fiscal year 2014 in excess of $500,000 or that is reasonably likely to involved consideration payable by or to the Company or any Subsidiary of the Company in fiscal year 2015 in excess of $500,000; and (xiv) any Contract that restricts or otherwise limits the payment of dividends or other distributions on equity securities, prohibits the pledging of the capital stock to the Company or any Subsidiary of the Company or prohibits the issuance of guarantees by any Subsidiary of the Companyits Subsidiaries. (b) Except for Material Contracts that have expired or terminated by their terms, each Material Contract required to be filed as an exhibit to (i) the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 or (ii) any Company SEC Document filed after such Form 10‑K, is valid, in full force and effect and binding upon the Company or the applicable Company Subsidiary, and to the knowledge of the Company, binding upon the other parties thereto in accordance with its terms (except to the extent enforceability may be limited by the effect of applicable bankruptcy, reorganization, insolvency, moratorium or other Laws affecting the enforcement of creditors’ rights generally and the effect of general principles of equity, regardless of whether such enforceability is considered in a proceeding at Law or in equity). The Company and the Company Subsidiaries have not received any claim of a material breach or violation of, or are not in default under any Material Contract, except for defaults which individually or in the aggregate have not resulted in termination of a Material Contract or resulted in a material liability, nor to the knowledge of the Company does any condition exist that with notice or lapse of time or both would constitute a default thereunder, except for defaults which individually or in the aggregate have not resulted in termination of a Material Contract or resulted in a material liability for the Company

Contracts. (a) Except for this Agreement and except for The Contracts filed as exhibits to the Company SEC Documents, as listed on Section 3.11 of the date of this Agreement, none Disclosure Letter are all of the Contracts between either of the Acquired Companies and any third party, including amendments thereto (the “Acquired Company Contracts”). Except as set forth under Section 3.11 of the Disclosure Letter, there are no obligations due or its Subsidiaries owing by either of the Acquired Companies under such Acquired Company Contracts. Section 3.11 of the Disclosure Letter also sets forth any Contract under which any of the other SPR Companies currently derives revenues or derived revenue in 2006 (the “SPR Company Customer Contracts”) and any other Contract to which an SPR Company (other than an Acquired Company) is a party to or bound by any Material Contract, except as set forth in Section 4.12(a) of the Company Disclosure Schedule which contains a complete and accurate list of all Material Contracts to or by which the Company or any of its Subsidiaries is a party as of the date of this Agreement. For all purposes of and under this Agreement, a “Material Contract” shall mean any of the following to which the Company or any of the Subsidiaries of the Company is a party or by which any assets of the Company or any of the Subsidiaries of the Company are bound as of the date of this Agreement. (i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K) required to be filed as an exhibit to the Company SEC Documents, whether or not filed with the SEC, prior to the date of this Agreement; (ii) any Contract that contains (A) any covenant by the Company or any Subsidiary of the Company not to engage in any line of business or to compete with any Person in any line of business, or (B) “most favored nation,” “exclusivity” or similar provisions; (iii) any contract containing any “earn-out” or other similar contingent payment obligations pursuant to which the Company any Subsidiary of the Company has any remaining liability as of the date of this Agreement that could result, in each case, in payments by the Company or any Subsidiary of the Company after the date of the this Agreement (other than contingent payment arrangements entered into in the ordinary course of business); (iv) any Contract that (1) is material to the Company and its Subsidiaries, taken as a whole, and requires the consent of the other party thereto upon a change in control of the Company or (2) would require the Company or any successor thereto to make any material payment to another Person upon consummation of a change in control of the Company; (v) any Contract (A) relating to the disposition or acquisition by the Company or any Subsidiary of the Company of assets whose value, in each case, is in excess of $500,000, (B) pursuant to which the Company or any Subsidiary of the Company will acquire any ownership interest in any other Person or other business enterprise other than any Subsidiary of the Company, or (C) any contract that involves a joint venture, limited liability company or partnership with a third Person; (vi) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other Contracts relating to the borrowing of money or extension of credit, in each case in excess of $500,000, other than (A) accounts receivable and payable in the ordinary course of business, (B) loans to Subsidiaries of the Company in the ordinary course of business, and (C) extensions of credit to customers or from suppliers in the ordinary course of business; (vii) any Contract pursuant to which the Company, Subsidiary of the Company, or any other party thereto has material continuing obligations, rights or interests relating to the research, development, supply, manufacture or marketing of, or collaboration with respect to, any Company product for which the Company or any Subsidiary of the Company is currently engaged in research or development, excluding (A) non-disclosure agreements; (B) agreements with contractors or vendors providing services to the Company or any Subsidiary of the Company, and (C) leases; (viii) any Contract providing for indemnification or guarantee of the obligations of any other Person that would be material to the Company and its Subsidiaries, taken as a whole, other than any such contracts entered into in the ordinary course of business consistent with past practice; (ix) any Contract that provides for the grant of a license, or the development (excluding contracts with employees, consultants and contractors) of any intellectual property of the Company or any Subsidiary of the Company (other than non-exclusive licenses granted to third parties in the ordinary course of business by the Company or any of its Subsidiaries; (x) any Contract with any (x) Governmental Authority or (y) director or officer of the Company or any Subsidiary of the Company or any Affiliate of the Company or holder of 5% or more of the outstanding Shares; (xi) any mortgage, pledge, security agreement, deed of trust or other contract granting a Lien on any material property or assets of the Company or any Subsidiary of the Company; (xii) any Contract that provides for payments by or to the Company or any Subsidiary of the Company in excess of $500,000 per annum, or the delivery by the Company or any Subsidiary of the Company of goods or services with a fair market value in excess in $500,000 per annum, during the remaining term thereof (in each case, based on the Company’s good faith estimate taking into account payments or deliveries, as applicable, during the calendar year 2014); (xiii) any customer, client, supply or vendor Contract that involved consideration payable by or to the Company or any Subsidiary of the Company in fiscal year 2014 in excess of $500,000 or that is reasonably likely to involved consideration payable by or to the Company or any Subsidiary of the Company in fiscal year 2015 in excess of $500,000; and (xiv) any Contract that restricts or otherwise limits the payment of dividends or other distributions on equity securities, prohibits the pledging of the capital stock to the Company or any Subsidiary of the Company or prohibits the issuance of guarantees by any Subsidiary of the CompanyBusiness. (b) Except for Material Contracts that have expired Neither of the Acquired Companies is nor, with respect to any Employee Plans, Employee compensation arrangements or terminated by their termsemployment arrangements is any ERISA Affiliate, a party to any unwritten commitment, understanding, contract, covenant or agreement with any third party (including any Employee or former employee), including with respect to any matter related to the Business, assets or properties of the Acquired Companies, Acquired Company Intellectual Property, Acquired Company Contracts, Employee Plans, Employee compensation arrangements or employment arrangements. (c) Each Acquired Company Contract and each Material SPR Company Customer Contract required to be filed as an exhibit to (i) the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 or (ii) any Company SEC Document filed after such Form 10‑K, is valid, in full force and effect and binding upon is valid and enforceable in accordance with its terms. None of the Acquired Companies or any other SPR Company has breached, violated or defaulted under, nor received notice that it has or may have breached, violated or defaulted under, any of the applicable terms or conditions of any Acquired Company Subsidiary, and Contract or SPR Company Customer Contract to which it is a party. To the knowledge of the CompanySeller and the Acquired Companies, binding upon no third party obligated to the Acquired Companies or any other SPR Company pursuant to any Acquired Company Contract or any SPR Company Customer Contract has breached, violated or defaulted under any of the terms or conditions of any Acquired Company Contract or any SPR Company Customer Contract. The Acquired Companies have obtained, or will obtain prior to the Closing, all necessary consents, waivers or approvals of parties to any Acquired Company Contract in order for such Acquired Company Contract to remain in full force and effect without limitation, modification or alteration after the Closing. Following the Closing, the Acquired Companies and the other parties thereto in accordance with its terms SPR Companies will continue to be permitted to exercise all of their rights under the Acquired Company Contracts and each SPR Company Customer Contract (except without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments which the Acquired Companies would otherwise be required to pay pursuant to the extent enforceability may be limited terms of such Acquired Company Contracts or any SPR Company Customer Contract) had the transactions contemplated by this Agreement and the effect of applicable bankruptcyCollateral Agreements not occurred. There does not exist any agreement, reorganizationcontract, insolvency, moratorium or other Laws affecting arrangement entered into by or on behalf of any SPR Company that alters the enforcement term of creditors’ rights generally an any Acquired Company Contract or any SPR Company Customer Contract. The Seller and the effect Acquired Companies do not have knowledge of general principles (i) any notice of equityintent, regardless negotiations, discussions or other indications of whether such enforceability interest on the part of the third parties to the Acquired Company Contracts or the SPR Company Customer Contracts to terminate, modify, amend, waive or alter any of the terms and conditions of the Acquired Company Contracts or the SPR Company Customer Contracts, or (ii) any change of control transactions or insolvency events pending with respect to the third parties to the Acquired Company Contracts or the SPR Company Customer Contracts. (d) The Seller and the Acquired Companies have provided Buyer true, accurate and complete copies of all Acquired Company Contracts, and there are no oral or written amendments, modifications, side letters, supplements or other arrangements or agreements in existence with respect to any Acquired Company Contract which have not been provided to Buyer. (e) To the knowledge of the Seller and the Acquired Companies, no audit or similar review or investigation has been or is considered in a proceeding at Law being conducted by any party to any Acquired Company Contract or in equity)SPR Company Customer Contract. The Company Seller and the Company Subsidiaries Acquired Companies have no knowledge of, and have not received any claim written notice or written request with respect to, any such audit, review or investigation, and the Seller and the Acquired Companies have no knowledge of a material breach any facts that are reasonably likely to lead to the commencement of any such audit, review or violation ofinvestigation. No party to any Acquired Company Contract or SPR Company Customer Contract (i) is renegotiating, or are not in default (ii) has requested a renegotiation of any amount paid or payable or other term or provision of any Acquired Company Contract or SPR Company Customer Contract. None of the SPR Companies have waived any of their rights under any Material Contract, except for defaults which individually or in the aggregate have not resulted in termination of a Material Acquired Company Contract or resulted SPR Company Customer Contract. Performance by the Acquired Companies and the other SPR Companies of their respective obligations under the Acquired Company Contracts and the SPR Company Customer Contracts and the SPR Company Customer Contracts will not result in a material liability, nor any violation of or failure to the knowledge of the Company does comply with any condition exist that with notice or lapse of time or both would constitute a default thereunder, except for defaults which individually or in the aggregate have not resulted in termination of a Material Contract or resulted in a material liability for the CompanyLegal Requirement.

Contracts. (a) Except for this Agreement and except for Contracts filed as exhibits to the Company SEC Documents, as of the date of this Agreement, none of the Company or its Subsidiaries is a party to or bound by any Material Contract, except as set forth in Section 4.12(a4.10(a) of the Company Disclosure Schedule which contains sets forth a complete and accurate list list, as of the date hereof, of all Material Contracts (except for any Insurance Contract, Reinsurance Contract, Benefit Plan, or the Apex LP Agreement) to or by which the Company or any of its Subsidiaries is a party as of to or bound that meets the date of this Agreement. For all purposes of and under this Agreementfollowing criteria (each, a “Material Contract” shall mean any of the following to which the Company or any of the Subsidiaries of the Company is a party or by which any assets of the Company or any of the Subsidiaries of the Company are bound as of the date of this Agreement.”): (i) any Contract that would be required to be filed by the Company as a “material contract” (as such term is defined in pursuant to Item 601(b)(10) of Regulation S-K) required to be filed as an exhibit to K under the Company SEC Documents, whether or not filed with the SEC, prior to the date of this AgreementSecurities Act; (ii) any Contract that contains (A) any covenant by containing covenants binding upon the Company or any Subsidiary of its Subsidiaries that materially restricts the ability of the Company not or any of its Subsidiaries or any Person that controls, or is under common control with, the Company to engage or compete in any type or line of business or to compete with any Person in any line of business, geographic area (including through “non-competition” or (B) “most favored nation,” “exclusivity” or similar provisions); (iii) any contract containing any “earn-out” Contract with respect to the formation, creation, operation, management or control of a joint venture, partnership, limited liability company or other similar contingent payment obligations pursuant agreement or arrangement that is material to which the Company any Subsidiary business of the Company has any remaining liability and its Subsidiaries, taken as of the date of this Agreement that could result, in each case, in payments by the Company or any Subsidiary of the Company after the date of the this Agreement a whole (other than contingent payment arrangements entered into excluding Investment Assets acquired in the ordinary course of business); (iv) any Contract that (1A) is material to the Company and its Subsidiaries, taken as a whole, and requires the consent of the other party thereto upon a change in control providing for Indebtedness of the Company or any of its Subsidiaries having an outstanding or committed amount in excess of $1,000,000, other than any Indebtedness between or among any of the Company and any of its Subsidiaries or (2B) would require that is a guarantee by the Company or any successor thereto to make of its Subsidiaries of the Indebtedness of any material payment to another Person upon consummation of person other than the Company or a change in control wholly-owned Subsidiary of the Company; (v) any Contract expressly limiting or prohibiting the payment of dividends or distributions in respect of the capital stock or other equity interests of the Company or any of its Subsidiaries, prohibiting the pledging of capital stock of the Company or any of its Subsidiaries or prohibiting the issuance of guarantees by the Company or any of its Subsidiaries (other than pursuant to applicable Law or Order); (vi) any Contract pursuant to which the Company or any of its Subsidiaries (A) licenses any material Intellectual Property from any non-Affiliated Person, other than licenses for open source software or generally commercially available software or software-enabled services that are licensed pursuant to standard end-user terms, (B) licenses any material Intellectual Property to any non-Affiliated Person other than non-exclusive licenses granted to customers for the Company’s products and services in the ordinary course of business consistent with past practices, or (C) is restricted in its right to assert, use or register any material Owned Intellectual Property, including any coexistence agreements, settlement agreements, covenants not to sue or similar agreements or arrangements; (vii) any Contract (A) relating to the disposition a direct or acquisition indirect acquisition, divestiture, merger or similar transaction by the Company or any Subsidiary of the Company of assets whose valueits Subsidiaries and which contains representations, covenants, indemnities or other obligations (including indemnification, “earn-out” or other contingent obligations) that are still in each case, is in excess of $500,000, effect (other than this Agreement) or (B) pursuant to which the Company or any Subsidiary of the Company its Subsidiaries will acquire any ownership material interest in any other Person person or other business enterprise other than any Subsidiary of the Company, or (C) any contract that involves a joint venture, limited liability company or partnership with a third Person; (vi) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other Contracts relating to the borrowing of money or extension of credit, in each case in excess of $500,000, other than (A) accounts receivable and payable in the ordinary course of business, (B) loans to Subsidiaries of the Company in the ordinary course of business, and (C) extensions of credit to customers or from suppliers in the ordinary course of business; (vii) any Contract pursuant to which the Company, Subsidiary of the Company, or any other party thereto has material continuing obligations, rights or interests relating to the research, development, supply, manufacture or marketing of, or collaboration with respect to, any Company product for which the Company or any Subsidiary of the Company is currently engaged in research or development, excluding (A) non-disclosure agreements; (B) agreements with contractors or vendors providing services to the Company or any Subsidiary of the Company, and (C) leasesenterprise; (viii) any Contract providing for indemnification that involves the settlement of any pending or guarantee threatened claim, action or proceeding that requires payment obligations after the date hereof in excess of $1,000,000, other than claims settled under Insurance Contracts in the ordinary course of business consistent with past practices and within applicable policy limits; (ix) any Contract (i) with an Affiliate of the Company or its Subsidiaries (other than a wholly-owned Subsidiary of the Company) or (ii) that constitutes a Related Party Transaction pursuant to Section 4.17 and which remains in effect as of the date hereof; (x) any Contract that (A) grants any right of first refusal, right of first offer, or similar right with respect to any material assets, rights, or properties of the Company or any of its Subsidiaries or (B) obligates the Company or any of its Subsidiaries to conduct business on an exclusive or preferential basis or that contains a “most favored nation” or similar covenant with any third party; (xi) any Contract that provides for any guaranty of liabilities or obligations of by the Company or any other Person Subsidiary thereof, in each case that would be is material to the Company and its Subsidiaries, taken as a whole, other than any such contracts entered into in guaranty by the ordinary course of business consistent with past practice; (ix) any Contract that provides for the grant of Company or a license, or the development (excluding contracts with employees, consultants and contractors) Subsidiary thereof of any intellectual property of the obligations of the Company or any another wholly-owned Subsidiary of the Company (other than non-exclusive licenses granted to third parties in the ordinary course of business by the Company or any of its Subsidiaries; (x) any Contract with any (x) Governmental Authority or (y) director or officer of the Company or any Subsidiary of the Company or any Affiliate of the Company or holder of 5% or more of the outstanding Shares; (xi) any mortgage, pledge, security agreement, deed of trust or other contract granting a Lien on any material property or assets of the Company or any Subsidiary of the Company;thereof; or (xii) any Contract or commitment with any Insurance Regulator or other Governmental Authority that provides for payments by or is material to the Company or any Subsidiary of the Company in excess of $500,000 per annumand its Subsidiaries, or the delivery by the Company or any Subsidiary of the Company of goods or services with taken as a fair market value in excess in $500,000 per annum, during the remaining term thereof (in each case, based on the Company’s good faith estimate taking into account payments or deliveries, as applicable, during the calendar year 2014); (xiii) any customer, client, supply or vendor Contract that involved consideration payable by or to the Company or any Subsidiary of the Company in fiscal year 2014 in excess of $500,000 or that is reasonably likely to involved consideration payable by or to the Company or any Subsidiary of the Company in fiscal year 2015 in excess of $500,000; and (xiv) any Contract that restricts or otherwise limits the payment of dividends or other distributions on equity securities, prohibits the pledging of the capital stock to the Company or any Subsidiary of the Company or prohibits the issuance of guarantees by any Subsidiary of the Companywhole. (b) Except for Material Contracts that have expired Assuming the due authorization, execution and delivery thereof by the other party or terminated by their termsparties thereto, as of the date hereof, (i) each Material Contract required is a valid and binding obligation of the Company and any of its Subsidiaries party thereto and, to be filed as an exhibit to (i) the Knowledge of the Company’s Annual Report on Form 10-K for , each other party or parties thereto, in accordance with its terms and is in full force and effect, subject to the year ended December 31Bankruptcy and Equity Exception, 2014 or (ii) the Company and any Company SEC Document filed after applicable Subsidiary is not and, to the Knowledge of the Company, no other party thereto is in default in the performance, observation or fulfillment of any obligation, covenant or condition contained in each Material Contract and (iii) to the Knowledge of the Company, no event has occurred that, with or without notice, lapse of time or both, would constitute a default under any Material Contract, except, with respect to each of the foregoing clauses (i), (ii) and (iii), where such Form 10‑K, is valid, failures to be valid and binding and in full force and effect and binding upon the Company or the applicable Company Subsidiarydefaults would not, and to the knowledge of the Company, binding upon the other parties thereto in accordance with its terms (except to the extent enforceability may be limited by the effect of applicable bankruptcy, reorganization, insolvency, moratorium or other Laws affecting the enforcement of creditors’ rights generally and the effect of general principles of equity, regardless of whether such enforceability is considered in a proceeding at Law or in equity). The Company and the Company Subsidiaries have not received any claim of a material breach or violation of, or are not in default under any Material Contract, except for defaults which individually or in the aggregate aggregate, reasonably be likely to have not resulted in termination of a Company Material Contract or resulted in a material liability, nor to the knowledge of the Company does any condition exist that with notice or lapse of time or both would constitute a default thereunder, except for defaults which individually or in the aggregate have not resulted in termination of a Material Contract or resulted in a material liability for the CompanyAdverse Effect.

Contracts. (a) Except Section 3.10 of the Company Disclosure Schedule sets forth a complete and correct list (except for this Agreement and except for Contracts filed as exhibits to the Company SEC DocumentsAgreement), as of the date of this Agreement, none of the Company or its Subsidiaries is a party to or bound by any Material each Contract, except as set forth in Section 4.12(a) of the Company Disclosure Schedule arrangement, commitment or understanding to which contains a complete and accurate list of all Material Contracts to or by which the Company or any of its Subsidiaries is a party as of the date of this Agreement. For all purposes of and under this Agreement, a “Material Contract” shall mean any of the following to which the Company or any of the Subsidiaries of the Company Acquired Companies is a party or by to which any assets asset or property of the any Acquired Company or any of the Subsidiaries of the Company are bound as of the date of this Agreement.is bound: (i) any that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K) required to be filed as an exhibit to K of the Company SEC Documents, whether or not filed with the SEC, prior to the date of this AgreementExchange Act); (ii) any Contract that contains pursuant to which (A) any covenant by the Company or any Subsidiary Acquired Companies collectively received revenues for the 2021 fiscal year in excess of the Company not to engage in any line of business or to compete with any Person in any line of business, $2,000,000 or (B) “most favored nation,” “exclusivity” or similar provisionsthe Acquired Companies are collectively reasonably expected to receive revenues in excess of such $2,000,000 in the 2022 fiscal year; (iii) any contract containing any “earn-out” evidencing a commitment or other similar contingent payment obligations pursuant to which the Company any Subsidiary requirement of the Company has any remaining liability as of the date of this Agreement that could result, in each case, in payments by the Company or any Subsidiary of the Company after the date of the this Agreement Acquired Companies (other than contingent payment arrangements entered into in the ordinary course of business); (ivcollectively) any Contract that (1) is material to the Company and its Subsidiaries, taken as a whole, and requires the consent of the other party thereto upon a change in control of the Company or (2) would require the Company or any successor thereto to make any material payment to another capital expenditure (or receive a loan from a third Person upon consummation of a change in control of the Company; (vconnection therewith) any Contract (A) relating to the disposition or acquisition by the Company or any Subsidiary of the Company of assets whose value, in each case, is in excess of $500,000, 1,000,000 (B) pursuant to which the Company or any Subsidiary of the Company will acquire any ownership interest in any other Person or other business enterprise other than any Subsidiary of the Company, or (C) any contract that involves a joint venture, limited liability company or partnership with a third Person; (vi) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other Contracts relating to the borrowing of money or extension of credit, in each case in excess of $500,000, other than (A) accounts receivable and payable in the ordinary course of business, (B) loans to Subsidiaries of the Company in the ordinary course of business, and (C) extensions of credit to customers or from suppliers in the ordinary course of business; (vii) any Contract pursuant to which the Company, Subsidiary of the Company, or any other party thereto has material continuing obligations, rights or interests relating to the research, development, supply, manufacture or marketing of, or collaboration except with respect to, any Company product for which the Company or any Subsidiary of the Company is currently engaged in research or development, excluding (A) non-disclosure agreements; (B) agreements with contractors or vendors providing services to the Company or any Subsidiary of the Company, and (C) leases; (viii) any Contract providing for indemnification or guarantee of the obligations of any other Person that would be material to the Company and its Subsidiaries, taken as a whole, other than any such contracts entered into equipment lease financing in the ordinary course of business consistent with past practice); (ixiv) that is a non-competition or non-solicitation Contract or any other Contract that provides for the grant of a licenselimiting, restricting or prohibiting, or purporting to limit, restrict or prohibit the development (excluding contracts with employees, consultants and contractors) manner or ability of any intellectual property Acquired Company to compete or engage in any line or type of the Company business or to engage in any Subsidiary line or type of the Company (business or compete with any Person in any geographic area, other than non-exclusive licenses granted to third parties customer agreements entered into in the ordinary course of business by the Company business, so long as such customer agreements do not purport to and would not bind Parent or any of its Affiliates (other than the Company and its Subsidiaries) following the consummation of the Transactions; (v) relating to or evidencing Indebtedness (whether outstanding or as may be incurred) of any of the Acquired Companies or any guarantee of Indebtedness by any of the Acquired Companies in excess of $2,000,000, other than any such Contract solely between or among the Company and any of its wholly owned Subsidiaries; (xvi) relating to or evidencing Indebtedness (whether outstanding or as may be incurred) of any Contract with Third Party to any (x) Governmental Authority or (y) director or officer of the Company or any Subsidiary Acquired Companies in excess of the Company or any Affiliate of the Company or holder of 5% or more of the outstanding Shares$1,000,000; (xivii) other than with respect to any mortgage, pledge, security agreement, deed of trust or other contract granting a Lien on any material property or assets of Entity that is wholly owned by the Company or any Subsidiary of the Company, that is a partnership, joint venture, alliance, shareholder, or similar Contract (including but not limited to Contracts relating to the formation, creation, operation, management or control of the same, and Contracts pursuant to which an Acquired Company has an obligation (contingent or otherwise) to make an investment in or extension of credit to any Person); (viii) that is an agency, sales, marketing, commission, distribution, international or domestic sales representative or similar Contract; (ix) other than in respect of Indebtedness and Taxes, that creates future payment obligations by any of the Acquired Companies (including settlement agreements) outside the ordinary course of business and in excess of $3,000,000; (x) under which any Acquired Company has granted any Person registration rights (including demand and piggy-back registration rights); (xi) that obligates any Acquired Company to conduct any business on an exclusive basis with any third Person, or upon consummation of the Merger, will or purports to obligate Parent or any of its Affiliates to conduct business with any third Person on an exclusive basis; (xii) any that is a Government Contract that provides for and involves payments by or to the Company Acquired Companies (or any Subsidiary of the Company them) in excess of $500,000 3,000,000 per annum, or the delivery by the Company or any Subsidiary of the Company of goods or services with a fair market value in excess in $500,000 per annum, during the remaining term thereof (in each case, based on the Company’s good faith estimate taking into account payments or deliveries, as applicable, during the calendar year 2014)year; (xiii) that relates to the acquisition or disposition of any customerPerson, clientbusiness or operations or assets constituting a business (whether by merger, supply sale of stock, sale of assets, consolidation or vendor otherwise) entered into within the past five (5) years (including any such Contract under which contemplated transactions were consummated but under which one or more of the parties thereto has executory indemnification, earn-out or other liabilities); (xiv) that involved consideration payable is a Contract under which an Intellectual Property Asset that is material to the conduct of the Acquired Companies’ businesses as currently conducted is licensed, whether an Acquired Company is a licensor or licensee, exclusive of Contracts for the license to an Acquired Company of any software, hardware, or information technology systems that are generally commercially available (e.g., so-called “off-the-shelf software and technology”); (xv) that is a hedging, derivative or similar Contract (including interest rate, currency or commodity swap agreements, cap agreements, collar agreements and any similar Contract designed to protect a Person against fluctuations in interest rates, currency exchange rates or commodity prices); (xvi) addressing the employment of any individual with any Acquired Company with base compensation or payments in excess of $250,000 per annum that is not terminable upon notice of thirty (30) days or less; (xvii) providing for the retention, engagement or termination of any temporary agency employee, individual consultant or other individual independent contractor of any Acquired Companies, in each case that provides for compensation in excess of $250,000 per annum; (xviii) that is a labor, collective bargaining, works council or similar agreement; (xix) that provides for a loan or advance of any amount in excess of $10,000 to any employee of any of the Acquired Companies or any temporary agency employee, consultant or other independent contractor of the Acquired Companies, in each case, other than in the ordinary course of business consistent with past practice; or (xx) that is not covered by the foregoing clauses of this Section 3.10(a) and that is material to the business of the Acquired Companies, taken as a whole, and provides for termination, acceleration of payment or to any other material rights or obligations upon the occurrence of a change of control in the Company or any Subsidiary of the Company in fiscal year 2014 in excess of $500,000 or that is reasonably likely to involved consideration payable by or to the Company or any Subsidiary of the Company in fiscal year 2015 in excess of $500,000; and (xiv) any Contract that restricts or otherwise limits the payment of dividends or other distributions on equity securities, prohibits the pledging of the capital stock to the Company or any Subsidiary of the Company or prohibits the issuance of guarantees by any Subsidiary of the Companyits Subsidiaries. (b) Each Contract, arrangement, commitment or understanding of the type described and required to be disclosed in Section 3.10(a) above (together with all amendment, supplements and modifications in each case thereto) is referred to herein as a “Material Contract.” A complete and correct copy of each Material Contract has been made available to Parent. Except for Material Contracts that have expired or terminated by their termsterms or are terminated in accordance with their terms in compliance with Section 5.1, all of the Material Contracts are valid and binding on the Acquired Companies, as the case may be, and, to the Knowledge of the Company, each Material Contract required to be filed other party thereto, as an exhibit to (i) the Company’s Annual Report on Form 10-K for the year ended December 31applicable, 2014 or (ii) any Company SEC Document filed after such Form 10‑K, is valid, and in full force and effect and binding upon the Company or the applicable Company Subsidiaryeffect, and to the knowledge of the Company, binding upon the other parties thereto in accordance with its terms (except to the extent enforceability as may be limited by the effect of applicable bankruptcy, reorganization, insolvency, moratorium or and other Laws similar applicable Law affecting the enforcement of creditors’ rights generally and the effect of by general principles of equity, regardless of whether such enforceability . No Acquired Company is considered in a proceeding at Law or in equity). The Company and the Company Subsidiaries have not received any claim of a material breach of or violation ofdefault under, or are not in default under committed or failed to perform any Material Contractact, except for defaults and no event or condition exists, which individually with or in the aggregate have not resulted in termination of a Material Contract or resulted in a material liabilitywithout notice, nor to the knowledge of the Company does any condition exist that with notice or lapse of time or both would constitute a material default thereunderunder, except for defaults which individually or result in the aggregate have not resulted in termination of, or acceleration under, the provisions of any Material Contract, and as of the date hereof, no Acquired Company has received written notice of any of the foregoing. As of the date of this Agreement, to the Knowledge of the Company, no other party to a Material Contract is in material breach of or resulted in default under, or committed or failed to perform any act, and no event or condition exists, which with or without notice, lapse of time or both would constitute a material liability for default under, or result in the Companytermination of, or acceleration under, the provisions of any Material Contract, and as of the date hereof, no Acquired Company has received written notice of any of the foregoing.

Contracts. (ai) Except for this Agreement and except for Contracts filed as exhibits to the Company SEC Documents, as Neither UDS nor any of the date of this Agreement, none of the Company or its Subsidiaries is a party to or bound by any Material Contractcontract, except as set forth arrangement, commitment or understanding (whether written or oral) (A) with respect to the employment of any directors, officers or employees other than in Section 4.12(athe ordinary course of business consistent with past practice, (B) which, upon the consummation or stockholder approval of the Company Disclosure Schedule which contains a complete and accurate list transactions contemplated by this Agreement, will (either alone or upon the occurrence of all Material Contracts to any additional acts or by which events) result in any payment (whether of severance pay or otherwise) becoming due from Valero, UDS, the Company Surviving Corporation or any of its their respective Subsidiaries to any director officer or employee thereof, (C) which is a party as of the date of this Agreement. For all purposes of and under this Agreement, a “Material Contract” shall mean any of the following to which the Company or any of the Subsidiaries of the Company is a party or by which any assets of the Company or any of the Subsidiaries of the Company are bound as of the date of this Agreement. (i) any “"material contract” " (as such term is defined in Item 601(b)(10) of Regulation S-KK of the SEC) required to be performed after the date of this Agreement that has not been filed as an exhibit to or incorporated by reference in the Company UDS SEC Documents, whether or not Documents filed with the SEC, prior to the date hereof, or (D) which materially restricts the conduct of this Agreement; (ii) any Contract that contains (A) any covenant line of business by the Company UDS or any Subsidiary upon consummation of the Company not Merger will materially restrict the ability of Valero or the Surviving Corporation to engage in any line of business business. Each contract, arrangement, commitment or to compete with any Person in any line of business, or (B) “most favored nation,” “exclusivity” or similar provisions; (iii) any contract containing any “earn-out” or other similar contingent payment obligations pursuant to which the Company any Subsidiary understanding of the Company has any remaining liability as of the date of type described in this Agreement that could resultSection 4.1(j), in each case, in payments by the Company whether or any Subsidiary of the Company after the date of the this Agreement (other than contingent payment arrangements entered into not set forth in the ordinary course of business); (iv) any Contract that (1) UDS Disclosure Schedule or in such UDS SEC Documents, is material referred to the Company and its Subsidiaries, taken herein as a whole, and requires the consent of the other party thereto upon a change in control of the Company or (2) would require the Company or any successor thereto to make any material payment to another Person upon consummation of a change in control of the Company;"UDS Contract". (v) any Contract (A) relating to the disposition or acquisition by the Company or Each UDS Contract is valid and binding on UDS and any Subsidiary of the Company of assets whose valueits Subsidiaries that is a party thereto, as applicable, and in each case, is in excess of $500,000full force and effect, (B) pursuant UDS and each of its Subsidiaries has in all material respects performed all obligations required to which the Company be performed by it to date under each UDS Contract, except where such noncompliance, either individually or any Subsidiary of the Company will acquire any ownership interest in any other Person or other business enterprise other than any Subsidiary of the Company, or (C) any contract that involves a joint venture, limited liability company or partnership with a third Person; (vi) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other Contracts relating to the borrowing of money or extension of credit, in each case in excess of $500,000, other than (A) accounts receivable and payable in the ordinary course of businessaggregate, (B) loans would not reasonably be expected to Subsidiaries of the Company in the ordinary course of businesshave a Material Adverse Effect on UDS, and (C) extensions neither UDS nor any of credit to customers or from suppliers in the ordinary course of business; (vii) any Contract pursuant to which the Company, Subsidiary of the Company, or any other party thereto has material continuing obligations, rights or interests relating to the research, development, supply, manufacture or marketing its Subsidiaries knows of, or collaboration with respect tohas received notice of, any Company product for which the Company or any Subsidiary of the Company is currently engaged in research or development, excluding (A) non-disclosure agreements; (B) agreements with contractors or vendors providing services to the Company or any Subsidiary of the Company, and (C) leases; (viii) any Contract providing for indemnification or guarantee of the obligations existence of any other Person that would be material to the Company and its Subsidiariesevent or condition which constitutes, taken as a wholeor, other than any such contracts entered into in the ordinary course of business consistent with past practice; (ix) any Contract that provides for the grant of a license, or the development (excluding contracts with employees, consultants and contractors) of any intellectual property of the Company or any Subsidiary of the Company (other than non-exclusive licenses granted to third parties in the ordinary course of business by the Company or any of its Subsidiaries; (x) any Contract with any (x) Governmental Authority or (y) director or officer of the Company or any Subsidiary of the Company or any Affiliate of the Company or holder of 5% or more of the outstanding Shares; (xi) any mortgage, pledge, security agreement, deed of trust or other contract granting a Lien on any material property or assets of the Company or any Subsidiary of the Company; (xii) any Contract that provides for payments by or to the Company or any Subsidiary of the Company in excess of $500,000 per annum, or the delivery by the Company or any Subsidiary of the Company of goods or services with a fair market value in excess in $500,000 per annum, during the remaining term thereof (in each case, based on the Company’s good faith estimate taking into account payments or deliveries, as applicable, during the calendar year 2014); (xiii) any customer, client, supply or vendor Contract that involved consideration payable by or to the Company or any Subsidiary of the Company in fiscal year 2014 in excess of $500,000 or that is reasonably likely to involved consideration payable by or to the Company or any Subsidiary of the Company in fiscal year 2015 in excess of $500,000; and (xiv) any Contract that restricts or otherwise limits the payment of dividends or other distributions on equity securities, prohibits the pledging of the capital stock to the Company or any Subsidiary of the Company or prohibits the issuance of guarantees by any Subsidiary of the Company. (b) Except for Material Contracts that have expired or terminated by their terms, each Material Contract required to be filed as an exhibit to (i) the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 or (ii) any Company SEC Document filed after such Form 10‑K, is valid, in full force and effect and binding upon the Company or the applicable Company Subsidiary, and to the knowledge of the Company, binding upon the other parties thereto in accordance with its terms (except to the extent enforceability may be limited by the effect of applicable bankruptcy, reorganization, insolvency, moratorium or other Laws affecting the enforcement of creditors’ rights generally and the effect of general principles of equity, regardless of whether such enforceability is considered in a proceeding at Law or in equity). The Company and the Company Subsidiaries have not received any claim of a material breach or violation of, or are not in default under any Material Contract, except for defaults which individually or in the aggregate have not resulted in termination of a Material Contract or resulted in a material liability, nor to the knowledge of the Company does any condition exist that with notice or lapse of time or both would constitute both, will constitute, a material default thereunderon the part of UDS or any of its Subsidiaries under any such UDS Contract, except for defaults which where such default, either individually or in the aggregate aggregate, would not reasonably be expected to have not resulted in termination of a Material Contract or resulted in a material liability for the CompanyAdverse Effect on UDS.

Contracts. (a) Except for this Agreement and except for Contracts filed as exhibits to the Company SEC Documents, as Schedule 3.16 sets forth all of the date of this Agreement, none of the Company or its Subsidiaries is a party to or bound by any Material Contract, except as set forth in Section 4.12(a) of the Company Disclosure Schedule which contains a complete and accurate list of all Material following Contracts to or by which the Company or any of its Subsidiaries is a party as or by which it is bound (the "Material Contracts"): (i) Contracts with any labor union or association representing any employee of the date Company or any of this Agreement. For all purposes its Subsidiaries; (ii) Contracts for the sale of and under this Agreement, a “Material Contract” shall mean any of the following assets of the Company or any of its Subsidiaries other than in the ordinary course of business or for the grant to any Person of any preferential rights to purchase any of their assets; (iii) Contracts containing covenants of the Company or any of its Subsidiaries not to compete in any line of business or with any Person in any geographical area; (iv) Contracts granting any registration or similar right in respect of securities of the Company or any of its Subsidiaries, and (v) Contracts pursuant to which the Company or any of its Subsidiaries acquired the capital stock or assets of another entity and which contain earn-out provisions relating to such acquisition requiring the Company or any of its Subsidiaries to make payments in the future in excess of $250,000 individually or $750,000 in the aggregate. All of the Contracts to which the Company or any of its Subsidiaries is a party or by which any assets it is bound are in full force and effect and are the legal, valid, and binding obligations of the Company and/or its Subsidiaries, enforceable against them in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and equivalent Laws affecting creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). Neither the Company nor any of the its Subsidiaries of the Company are bound is in default, except as of the date of this Agreement. (i) would not reasonably be expected to have a Material Adverse Effect, in any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K) required to be filed as an exhibit to the Company SEC Documents, whether or not filed with the SEC, prior to the date of this Agreement; (ii) respect under any Contract that contains (A) any covenant by the Company or any Subsidiary of the Company not to engage in any line of business or to compete with any Person in any line of business, or (B) “most favored nation,” “exclusivity” or similar provisions; (iii) any contract containing any “earn-out” or other similar contingent payment obligations pursuant to which the Company any Subsidiary of the Company has any remaining liability as of the date of this Agreement that could result, in each case, in payments by the Company or any Subsidiary of the Company after the date of the this Agreement (other than contingent payment arrangements entered into in the ordinary course of business); (iv) any Contract that (1) is material to the Company and its Subsidiaries, taken as a wholenor, and requires the consent of the other party thereto upon a change in control of the Company or (2) would require the Company or any successor thereto to make any material payment to another Person upon consummation of a change in control of the Company; (v) any Contract (A) relating to the disposition or acquisition by the Company or any Subsidiary of the Company of assets whose value, in each caseParent's Knowledge, is in excess of $500,000, (B) pursuant to which the Company or any Subsidiary of the Company will acquire any ownership interest in any other Person or other business enterprise other than any Subsidiary of the Company, or (C) any contract that involves a joint venture, limited liability company or partnership with a third Person; (vi) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other Contracts relating to the borrowing of money or extension of credit, in each case in excess of $500,000, other than (A) accounts receivable and payable in the ordinary course of business, (B) loans to Subsidiaries of the Company in the ordinary course of business, and (C) extensions of credit to customers or from suppliers in the ordinary course of business; (vii) any Contract pursuant to which the Company, Subsidiary of the Company, or any other party thereto has material continuing obligations, rights or interests relating to the research, development, supply, manufacture or marketing of, or collaboration with respect to, any Company product for which the Company or any Subsidiary of the Company is currently engaged in research or development, excluding (A) non-disclosure agreements; (B) agreements with contractors or vendors providing services to the Company or any Subsidiary of the Company, and (C) leases; (viii) any Contract providing for indemnification or guarantee of the obligations of any other Person that would be material to the Company and its Subsidiaries, taken as a whole, other than any such contracts entered into in the ordinary course of business consistent with past practice; (ix) any Contract that provides for the grant of a license, or the development (excluding contracts with employees, consultants and contractors) of any intellectual property of the Company or any Subsidiary of the Company (other than non-exclusive licenses granted to third parties in the ordinary course of business by the Company or any of its Subsidiaries; (x) any Contract with any (x) Governmental Authority or (y) director or officer of the Company or any Subsidiary of the Company or any Affiliate of the Company or holder of 5% or more of the outstanding Shares; (xi) any mortgage, pledge, security agreement, deed of trust or other contract granting a Lien on any material property or assets of the Company or any Subsidiary of the Company; (xii) any Contract that provides for payments by or to the Company or any Subsidiary of the Company in excess of $500,000 per annum, or the delivery by the Company or any Subsidiary of the Company of goods or services with a fair market value in excess in $500,000 per annum, during the remaining term thereof (in each case, based on the Company’s good faith estimate taking into account payments or deliveries, as applicable, during the calendar year 2014); (xiii) any customer, client, supply or vendor Contract that involved consideration payable by or to the Company or any Subsidiary of the Company in fiscal year 2014 in excess of $500,000 or that is reasonably likely to involved consideration payable by or to the Company or any Subsidiary of the Company in fiscal year 2015 in excess of $500,000; and (xiv) any Contract that restricts or otherwise limits the payment of dividends or other distributions on equity securities, prohibits the pledging of the capital stock to the Company or any Subsidiary of the Company or prohibits the issuance of guarantees by any Subsidiary of the Company. (b) Except for Material Contracts that have expired or terminated by their terms, each Material Contract required to be filed as an exhibit to (i) the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 or (ii) any Company SEC Document filed after such Form 10‑K, is valid, in full force and effect and binding upon the Company or the applicable Company Subsidiary, and to the knowledge of the Company, binding upon the other parties thereto in accordance with its terms (except to the extent enforceability may be limited by the effect of applicable bankruptcy, reorganization, insolvency, moratorium or other Laws affecting the enforcement of creditors’ rights generally and the effect of general principles of equity, regardless of whether such enforceability is considered in a proceeding at Law or in equity). The Company and the Company Subsidiaries have not received any claim of a material breach or violation of, or are not in default under thereunder in any Material Contract, except for defaults which individually or in the aggregate have not resulted in termination of a Material Contract or resulted in a material liability, nor to the knowledge of the Company does any condition exist that with notice or lapse of time or both would constitute a default thereunder, except for defaults which individually or in the aggregate have not resulted in termination of a Material Contract or resulted in a material liability for the Companyrespect.

Contracts. (a) Except for this Agreement and except for Contracts filed as exhibits to Agreement, neither the Company SEC Documentsnor any Company Subsidiary is a party to any Contract required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act (a “Filed Company Contract”) that has not been so filed. (b) Section 3.13(b) of the Company Disclosure Letter sets forth, as of the date of this Agreement, none of a true and complete list, and the Company or its Subsidiaries is a party has made available to or bound by any Material Parent true and complete copies (including all amendments and supplements thereto), of each: (i) agreement, Contract, except as set forth in Section 4.12(a) of the Company Disclosure Schedule which contains a complete and accurate list of all Material Contracts to understanding, or by which the Company or any of its Subsidiaries is a party as of the date of this Agreement. For all purposes of and under this Agreement, a “Material Contract” shall mean any of the following undertaking to which the Company or any of the Company Subsidiaries is a party that (A) restricts the ability of the Company is or the Company Subsidiaries to compete in any business or with any Person in any geographical area (B) could reasonably be expected to restrict the ability of Parent or any of its Subsidiaries to compete in any business or with any Person in any geographical area after the Effective Time, or (C) grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of the Company or the Company Subsidiaries, (ii) agreement or Contract that obligates the Company or any Company Subsidiary to conduct business on an exclusive or preferential basis or that contains a party “most favored nation” or by similar covenant, (iii) (A) loan and credit agreement, Contract, note, debenture, bond, indenture, mortgage, security agreement, pledge, hedging agreement or other similar agreement pursuant to which any assets Indebtedness of the Company or any of the Company Subsidiaries is outstanding or may be incurred, other than any such agreement solely between or among the Company and the wholly owned Company Subsidiaries, or (B) agreement, Contract, understanding or undertaking relating to the mortgaging, pledging or the placing of any Lien (other than Permitted Liens) on any material asset of the Company are bound as or any Company Subsidiary, (iv) Partnership, joint venture or similar agreement, Contract, understanding or undertaking to which the Company or any of the date Company Subsidiaries is a party relating to the formation, creation, operation, management or control of this Agreement.any partnership or joint venture; (iv) agreement, Contract, understanding or undertaking with any “material contract” Company Top Supplier, (as such term is defined in Item 601(b)(10vi) of Regulation S-K) required to be filed as an exhibit Current Government Contract involving current annual payments to the Company SEC Documents, whether or not filed with the SEC, prior to any Company Subsidiary in excess of $5,000,000, (vii) Company Lease; (viii) Judgment that provides for any material injunctive or other non-monetary relief after the date of this Agreement; (iiix) agreement, Contract, understanding or undertaking with any Contract that contains (A) any covenant by current or former officer, director or Affiliate of the Company or any Company Subsidiary or any of their respective “associates” or “immediate family members” (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act),other than any Company not to engage in any line of business or to compete with any Person in any line of business, or (B) “most favored nationPlan,” “exclusivity” or similar provisions; (iiix) (A) agreement, Contract, understanding or undertaking with respect to any contract containing any “earn-out” or other similar contingent payment obligations material Intellectual Property Rights pursuant to which the Company or any Company Subsidiary of is a licensee (other than to “off-the-shelf” or “shrink wrap” licenses generally available to the Company has any remaining liability public as of the date of this Agreement that could result, in each case, in payments by Closing) or (B) joint development agreement to which the Company or any Company Subsidiary of the Company after the date of the this Agreement (other than contingent payment arrangements entered into in the ordinary course of business);is a party, (ivxi) any Contract that (1) is material to the Company and its Subsidiariesagreement, taken as a wholeContract, and requires the consent of the other party thereto upon a change in control of the Company understanding or (2) would require the Company or any successor thereto to make any material payment to another Person upon consummation of a change in control of the Company; (v) any Contract (A) undertaking relating to the disposition or acquisition by the Company or any Subsidiary of the Company Subsidiaries of any business or Person (whether by merger, purchase of equity interests or otherwise) or any material amount of assets whose value(excluding dispositions or acquisitions which were consummated prior to the date of this Agreement and with respect to which there is no ongoing liability or obligation of the Company or any Company Subsidiaries), and (xii) agreement, Contract, understanding or undertaking not otherwise described above that involves annual payments to or from the Company or any Company Subsidiary in excess of $5,000,000 individually or $15,000,000 in the aggregate. Each agreement, Contract, understanding or undertaking of the type described in this Section 3.13(b) and each Filed Company Contract is referred to herein as a “Company Material Contract”. (c) Except for matters which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) each Company Material Contract (including, for purposes of this Section 3.13(c), any Contract entered into after the date of this Agreement that would have been a Company Material Contract if such Contract existed on the date of this Agreement) is a valid, binding and legally enforceable obligation of the Company or one of the Company Subsidiaries, as the case may be, and, to the Knowledge of the Company, of the other parties thereto, except, in each case, is in excess of $500,000, (B) pursuant to which the Company or any Subsidiary of the Company will acquire any ownership interest in any other Person or other business enterprise other than any Subsidiary of the Company, or (C) any contract that involves a joint venture, as enforcement may be limited liability company or partnership with a third Person; (vi) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other Contracts relating to the borrowing of money or extension of credit, in each case in excess of $500,000, other than (A) accounts receivable and payable in the ordinary course of business, (B) loans to Subsidiaries of the Company in the ordinary course of business, and (C) extensions of credit to customers or from suppliers in the ordinary course of business; (vii) any Contract pursuant to which the Company, Subsidiary of the Company, or any other party thereto has material continuing obligations, rights or interests relating to the research, development, supply, manufacture or marketing of, or collaboration with respect to, any Company product for which the Company or any Subsidiary of the Company is currently engaged in research or development, excluding (A) non-disclosure agreements; (B) agreements with contractors or vendors providing services to the Company or any Subsidiary of the Company, and (C) leases; (viii) any Contract providing for indemnification or guarantee of the obligations of any other Person that would be material to the Company and its Subsidiaries, taken as a whole, other than any such contracts entered into in the ordinary course of business consistent with past practice; (ix) any Contract that provides for the grant of a license, or the development (excluding contracts with employees, consultants and contractors) of any intellectual property of the Company or any Subsidiary of the Company (other than non-exclusive licenses granted to third parties in the ordinary course of business by the Company or any of its Subsidiaries; (x) any Contract with any (x) Governmental Authority or (y) director or officer of the Company or any Subsidiary of the Company or any Affiliate of the Company or holder of 5% or more of the outstanding Shares; (xi) any mortgageBankruptcy and Equity Exception, pledge, security agreement, deed of trust or other contract granting a Lien on any material property or assets of the Company or any Subsidiary of the Company; (xii) any Contract that provides for payments by or to the Company or any Subsidiary of the Company in excess of $500,000 per annum, or the delivery by the Company or any Subsidiary of the Company of goods or services with a fair market value in excess in $500,000 per annum, during the remaining term thereof (in each case, based on the Company’s good faith estimate taking into account payments or deliveries, as applicable, during the calendar year 2014); (xiii) any customer, client, supply or vendor Contract that involved consideration payable by or to the Company or any Subsidiary of the Company in fiscal year 2014 in excess of $500,000 or that is reasonably likely to involved consideration payable by or to the Company or any Subsidiary of the Company in fiscal year 2015 in excess of $500,000; and (xiv) any Contract that restricts or otherwise limits the payment of dividends or other distributions on equity securities, prohibits the pledging of the capital stock to the Company or any Subsidiary of the Company or prohibits the issuance of guarantees by any Subsidiary of the Company. (b) Except for Material Contracts that have expired or terminated by their terms, each Material Contract required to be filed as an exhibit to (i) the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 or (ii) any each such Company SEC Document filed after such Form 10‑K, Material Contract is valid, in full force and effect and binding upon (iii) none of Company or any of the Company Subsidiaries is (with or the applicable without notice or lapse of time, or both) in breach or default under any such Company SubsidiaryMaterial Contract and, and to the knowledge Knowledge of the Company, binding upon the no other parties thereto party to any such Company Material Contract is (with or without notice or lapse of time, or both) in accordance with its terms (except to the extent enforceability may be limited by the effect of applicable bankruptcy, reorganization, insolvency, moratorium or other Laws affecting the enforcement of creditors’ rights generally and the effect of general principles of equity, regardless of whether such enforceability is considered in a proceeding at Law or in equity). The Company and the Company Subsidiaries have not received any claim of a material breach or violation of, or are not in default under any Material Contract, except for defaults which individually or in thereunder. To the aggregate have not resulted in termination of a Material Contract or resulted in a material liability, nor to the knowledge Knowledge of the Company does any Company, no event, circumstance or condition exist that exists which, with or without notice or lapse of time or both both, would constitute a default thereunder, except for defaults which individually or in the aggregate have not resulted in termination of a Material Contract or resulted reasonably be expected to result in a material liability for breach or default by the Company, any Company Subsidiary or any other party thereto of any Company Material Contract.